SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated as of March 30, 1998 between J. & X. XXXXXXXX &
CO. INCORPORATED, a Delaware corporation (the "Manager") and XXXXXXXX
XXXXXXXXX CO., a New York general partnership (the "Subadviser").
WHEREAS, the Manager has entered into a Management Agreement dated October 1,
1994 (the "Management Agreement") with Xxxxxxxx Portfolios, Inc. (the
"Corporation"), an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), on behalf of the Xxxxxxxx Xxxxxxxxx Global Emerging Companies Portfolio
of the Corporation (the "Portfolio"), pursuant to which the Manager will
render or contract to obtain as hereinafter provided investment management
services to the Portfolio, and to administer the business and other affairs of
the Portfolio; and
WHEREAS, the Manager desires to retain the Subadviser to provide investment
management services to the Portfolio, and the Subadviser is willing to render
such investment management services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. The Subadviser will provide the
Portfolio with investment management services, including investment research,
advice and supervision, determining which securities shall be purchased or
sold by the Portfolio, making purchases and sales of securities on behalf of
the Portfolio and determining how voting and other rights with respect to
securities of the Portfolio shall be exercised, subject in each case to the
control of the Board of Directors of the Corporation and in accordance with
the objectives, policies and principles set forth in the Registration
Statement and Prospectus(es) of the Corporation and the requirements of the
1940 Act and other applicable law.
Subject to Section 36 of the 1940 Act, the Subadviser shall not be
liable to the Corporation for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission in the
management of the Corporation and the performance of its duties under this
Agreement except for willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its
obligations and duties under this Agreement.
2. EXPENSES. The Subadviser shall pay all of its expenses arising
from the performance of its obligations under Section 1.
3. COMPENSATION. (a) As compensation for the services performed and
the facilities and personnel provided by the Manager pursuant to Section 1, the
Manager will pay to the Subadviser each month a fee, calculated on each day
during such month, at an annual rate of .90% of the Portfolio's average daily
net assets.
(b) If the Subadviser shall serve hereunder for less than the whole
of any month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Subadviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Subadviser shall deem appropriate in order to carry
out the policy with respect to allocation of portfolio transactions as set
forth in the Registration Statement and Prospectus(es) of the Corporation or
as the Board of Directors of the Corporation may direct from time to time. In
providing the Portfolio with investment management and supervision, it is
recognized that the Subadviser will seek the most favorable price and
execution, and, consistent with such policy, may give consideration to the
research, statistical and other services furnished by brokers or dealers to
the Subadviser for its use, to the general attitude of brokers or dealers
toward investment companies and their support of them, and to such other
considerations as the Board of Directors of the Corporation may direct or
authorize from time to time.
Notwithstanding the above, it is understood that it is desirable for
the Portfolio that the Subadviser have access to supplemental investment and
market research and security and economic analysis provided by brokers who
execute brokerage transactions at a higher cost to the Portfolio than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and execution. Therefore, the Subadviser is authorized to
place orders for the purchase and sale of securities of the Portfolio with
such brokers, subject to review by the Corporation's Board of Directors from
time to time with respect to the extent and continuation of this practice. It
is understood that the services provided by such brokers may be useful to the
Subadviser in connection with its services to other clients as well as the
Portfolio.
If, in connection with purchases and sales of securities for the
Portfolio, the Subadviser may, without material risk, arrange to receive a
soliciting dealer's fee or other underwriter's or dealer's discount or
commission, the Subadviser shall, unless otherwise directed by the Board of
Directors of the Corporation, obtain such fee, discount or commission and the
amount thereof shall be applied to reduce the compensation to be received by
the Subadviser pursuant to Section 3 hereof.
Nothing herein shall prohibit the Board of Directors of the
Corporation from approving the payment by the Portfolio of additional
compensation to others for consulting services, supplemental research and
security and economic analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 31, 1998, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act if the
Subadviser shall not have notified the Manager in writing at least 60 days
prior to such December 31 or prior to December 31 of any year thereafter that
it does not desire such continuance. This Agreement may be terminated at any
time, without payment of penalty by the Corporation, on 60 days' written
notice to the Subadviser by vote of the Board of Directors of the Corporation
or by vote of a majority of the outstanding voting securities of the Portfolio
(as defined by the 1940 Act). This Agreement will
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automatically terminate in the event of its assignment (as defined by the 0000
Xxx) or upon the termination of the Management Agreement.
6. AMENDMENTS. This Agreement may be amended by consent of the
parties hereto provided that the consent of the Corporation is obtained in
accordance with the requirements of the 1940 Act.
7. MISCELLANEOUS. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon either of the parties, to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this
Agreement to be executed by their duly authorized officers as of the date
first above written.
J. & X. XXXXXXXX & CO. INCORPORATED
BY /S/XXXXX X. XXXX
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XXXXXXXX XXXXXXXXX CO.
By /S/ XXXXX X. XXXXX
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