Item 77Q1 SA
CITITRUST I
SUBADVISORY AGREEMENT
"This SUBADVISORY AGREEMENT (""Agreement"") is made this 1st day of August,"
"2006, by and between Xxxx Xxxxx Partners Fund Advisor, LLC, a Delaware
limited""liability company (the Manager), and XXXX XXXXX INTERNATIONAL EQUITIES
LIMITED,""(the ""Subadviser"")."
"WHEREAS, the Manager has been retained by Xxxx Xxxxx Partners Emerging Market
Equity "Fund (the ""Fund""), a registered management investment company under
the""Investment Company Act of 1940, as amended (the ""1940 Act"") to provide
investment""advisory, management, and administrative services to the Fund; and"
"WHEREAS, the Manager wishes to engage the Subadviser to provide certain
investment""advisory services to the Fund, and the Subadviser is willing to
furnish such services on"the terms and conditions hereinafter set forth;
"NOW THEREFORE, in consideration of the promises and mutual covenants herein"
"contained, it is agreed as follows:"
1. In accordance with and subject to the Management Agreement between the
Fund and "the Manager (the ""Management Agreement""), the Manager hereby
appoints the "Subadviser to act as Subadviser with respect to the Fund for the
period and on the terms set forth in this Agreement. The Subadviser accepts
such appointment and "agrees to render the services herein set forth, for the
compensation herein provided."
2. The Manager shall cause the Subadviser to be kept fully informed at all
times with "regard to the securities owned by the Fund, its funds available, or
to become available," "for investment, and generally as to the condition of the
Fund's affairs. The Manager shall" furnish the Subadviser with such other
documents and information with regard to the Fund's affairs as the Subadviser
may from time to
"3 A. Subject to the supervision of the Fund's Board of Directors (the
""Board"") and the " "Manager, Subadviser shall regularly provide the Fund
with respect to such portion of the" Fund's assets as shall be allocated to
the Subadviser by the Manager from time to time
"(the ""Allocated Assets"") with investment research, advice, management and
supervision"
and shall furnish a continuous investment program for the Allocated Assets
consistent "with the Fund's investment objectives, policies and restrictions,
as stated in the Fund's" "Prospectus and Statement of Additional Information.
The Subadviser shall, with respect" "to the Allocated Assets, determine from
time to time what securities and other " "investments will be purchased
(including, as permitted in accordance with this" "paragraph, swap agreements,
options and futures), retained, sold or exchanged by the" Fund and what
portion of the Allocated Assets will be held in the various securities and
"other investments in which the Fund invests, and shall implement those
decisions" "(including the execution of investment documentation), all subject
to the provisions of" "the Fund's Articles of Incorporation and By-Laws
(collectively, the ""Governing " "Documents""), the 1940 Act, and the
applicable rules and regulations promulgated" "thereunder by the Securities
and Exchange Commission (the ""SEC"") and interpretive" guidance issued
thereunder by the SEC staff and any other applicable federal and state "law,
as well as the investment objectives, policies and restrictions of the Fund
referred" "to above, and any other specific policies adopted by the Board and
disclosed to the"Subadviser. The Subadviser is authorized as the agent of the
Fund to give instructions with respect to the Allocated Assets to the custodian
of the Fund as to deliveries of securities and other investments and payments
of cash for the account of the Fund. "Subject to applicable provisions of the
1940 Act, the investment program to be provided" hereunder may entail the
investment of all or substantially all of the assets of the Fund
in one or more investment companies. The Subadviser will place orders pursuant
to its investment determinations for the Fund either directly with the issuer
or with any broker "or dealer, foreign currency dealer, futures commission
merchant or others selected by it." In connection with the selection of such
brokers or dealers and the placing of such "orders, subject to applicable law,
brokers or dealers may be selected who also provide" brokerage and research
services (as those terms are defined in Section 28(e) of the
"Securities Exchange Act of 1934, as amended (the Exchange Act)) to the Fund
and/or" the other accounts over which the Subadviser or its affiliates
exercise investment discretion. The Subadviser is authorized to pay a broker
or dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if the Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may be
viewed in terms of either that particular transaction or the overall
responsibilities which the Subadviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Board may adopt
policies and procedures that modify and restrict the Subadviser's authority
regarding the execution of the Fund's "portfolio transactions provided herein.
The Subadviser shall exercise voting rights, rights" to consent to corporate
action and any other rights pertaining to the Allocated Assets "subject to
such direction as the Board may provide, and shall perform such other "
functions of investment management and supervision as may be directed by
the Board.
B. The Fund hereby authorizes any entity or person associated with the
Subadviser which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Fund which is permitted
by Section 11(a) of the "Exchange Act and Rule 11a2-2(T) thereunder, and the
Fund hereby consents to the" retention of compensation for such transactions
in accordance with Rule "11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing,
the Subadviser agrees that it will not" "deal with itself, or with members of
the Board or any principal underwriter of the Fund," as principals or agents
in making purchases or sales of securities or other property for "the account
of the Fund, nor will it purchase any securities from an underwriting or"
"selling group in which the Subadviser or its affiliates is participating, or
arrange for" purchases and sales of securities between the Fund and another
account advised by "the Subadviser or its affiliates, except in each case as
permitted by the 1940 Act and in" accordance with such policies and procedures
as may be adopted by the Fund from "time to time, and will comply with all
other provisions of the Governing Documents and" the Fund's Prospectus and
Statement of Additional Information relative to the Subadviser and its
directors and officers.
4. The Subadviser may delegate to any other one or more companies that the
"Subadviser controls, is controlled by, or is under common control with, or to
specified" "employees of any such companies, certain of the Subadviser's
duties under this" "Agreement, provided in each case the Subadviser will
supervise the activities of each" "such entity or employees thereof, that such
delegation will not relieve the Subadviser of" any of its duties or obligations
under this Agreement and provided further that any such arrangements are entered
into in accordance with all applicable requirements of the 1940 Act.
5. The Subadviser agrees that it will keep records relating to its services
hereunder in "accordance with all applicable laws, and in compliance with the
requirements of Rule" "31a-3 under the 1940 Act, the Subadviser hereby agrees
that any records that it""maintains for the Fund are the property of the Fund,
and further agrees to surrender"promptly to the Fund any of such records upon
the Fund's request. The Subadviser further agrees to arrange for the
preservation of the records required to be maintained by Rule 31a-1 under the
1940 Act for the periods prescribed by Rule 31a-2 under the 0000 Xxx.
"6 A. The Subadviser, at its expense, shall supply the Board, the officers of
the Fund, "and the Manager with all information and reports reasonably required
by them and reasonably available to the Subadviser relating to the services
provided by the Subadviser hereunder.
"B. The Subadviser shall bear all expenses, and shall furnish all necessary
services," "facilities and personnel, in connection with its responsibilities
under this Agreement.""Other than as herein specifically indicated, the
Subadviser shall not be responsible for" "the Fund's expenses, including,
without limitation, advisory fees; distribution fees;"interest; taxes;
governmental fees; voluntary assessments and other expenses incurred
in connection with membership in investment company organizations; organization
"costs of the Fund; the cost (including brokerage commissions, transaction
fees or" "charges, if any) in connection with the purchase or sale of the
Fund's securities and" other investments and any losses in connection
therewith; fees and expenses of "custodians, transfer agents, registrars,
independent pricing vendors or other agents;" legal expenses; loan commitment
fees; expenses relating to share certificates; expenses relating to the
issuing and redemption or repurchase of the Fund's shares and servicing
shareholder accounts; expenses of registering and qualifying the Fund's
"shares for sale under applicable federal and state law; expenses of
preparing, setting in" "print, printing and distributing prospectuses and
statements of additional information and" "any supplements thereto, reports,
proxy statements, notices and dividends to the" Fund's shareholders; costs of
stationery; website costs; costs of meetings of the Board "or any committee
thereof, meetings of shareholders and other meetings of the Fund;"
"Board fees; audit fees; travel expenses of officers, members of the Board
and" "employees of the Fund, if any; and the Fund's pro rata portion of
premiums on any" "fidelity bond and other insurance covering the Fund and its
officers, Board members and" employees; litigation expenses and any
non-recurring or extraordinary expenses as may "arise, including, without
limitation, those relating to actions, suits or proceedings to" which the
Fund is a party and the legal obligation which the Fund may have to indemnify
the Fund's Board members and officers with respect thereto.
"7. No member of the Board, officer or employee of the Fund shall receive
from the Fund " "any salary or other compensation as such member of the Board,
officer or employee" "while he is at the same time a director, officer, or
employee of the Subadviser or any" "affiliated company of the Subadviser,
except as the Board may decide. This paragraph" "shall not apply to Board
members, executive committee members, consultants and" other persons who are
not regular members of the Subadviser's or any affiliated company's staff.
"8. As compensation for the services performed by the Subadviser, including
the services" "of any consultants retained by the Subadviser, the Manager
shall pay the Subadviser"
"out of the management fee it receives with respect to the Fund, and only to
the extent" "thereof, as promptly as possible after the last day of each month,
a fee, computed daily" at an annual rate set forth on Schedule A annexed
hereto. The first payment of the fee shall be made as promptly as possible at
the end of the month succeeding the effective "date of this Agreement, and
shall constitute a full payment of the fee due the Subadviser" for all services
prior to that date. If this Agreement is terminated as of any date not the
"last day of a month, such fee shall be paid as promptly as possible after such
date of" "termination, shall be based on the average daily net assets of the
Fund or, if less, the" portion thereof comprising the Allocated Assets in that
period from the beginning of such "month to such date of termination, and shall
be that proportion of such average daily net" assets as the number of business
days in such period bears to the number of business days in such month. The
average daily net assets of the Fund or the portion thereof comprising the
Allocated Assets shall in all cases be based only on business days and
be computed as of the time of the regular close of business of the New York
Stock "Exchange, or such other time as may be determined by the Board."
9. The Subadviser assumes no responsibility under this Agreement other than
to render "the services called for hereunder, in good faith, and shall not be
liable 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 execution of
securities transactions for the Fund, provided that nothing" in this Agreement
shall protect the Subadviser against any liability to the Manager or the
Fund to which the Subadviser would otherwise be subject by reason of willful
"misfeasance, bad faith, or gross negligence in the performance of its duties
or by reason" of its reckless disregard of its obligations and duties hereunder.
As used in this Section "9, the term Subadviser shall include any affiliates
of the Subadviser performing services" "for the Fund contemplated hereby and
the partners, shareholders, directors, officers and" employees of the
Subadviser and such affiliates.
"10. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or " "employee of the Subadviser who may also be a Board
member, officer, or employee of" "the Fund, to engage in any other business or
to devote his time and attention in part to" "the management or other aspects
of any other business, whether of a similar nature or a" "dissimilar nature,
nor to limit or restrict the right of the Subadviser to engage in any"
"other business or to render services of any kind, including investment
advisory and" "management services, to any other fund, firm, individual or
association. If the purchase" or sale of securities consistent with the
investment policies of the Fund or one or more "other accounts of the
Subadviser is considered at or about the same time, transactions"
in such securities will be allocated among the accounts in a manner deemed
equitable "by the Subadviser. Such transactions may be combined, in
accordance with applicable" "laws and regulations, and consistent with the
Subadviser's policies and procedures as" presented to the Board from
time to time.
"11. For the purposes of this Agreement, the Fund's ""net assets"" shall be
determined as " provided in the Fund's Prospectus and Statement of Additional
Information and the "terms ""assignment,"" interested person, and ""majority
of the outstanding voting" "securities"" shall have the meanings given to them
by Section 2(a) of the 1940 Act," "subject to such exemptions as may be
granted by the SEC by any rule, regulation or" order.
12.This Agreement will become effective with respect to the Fund on the date
set forth "opposite the Fund's name on Schedule A annexed hereto, provided
that it shall have" "been approved by the Fund's Board and, if so required
by the 1940 Act, by the" "shareholders of the Fund in accordance with the
requirements of the 1940 Act and,""unless sooner terminated as provided
herein, will continue in effect through November" "30, 2007. Thereafter,
if not terminated, this Agreement shall continue in effect with " "respect
to the Fund, so long as such continuance is specifically approved at least"
annually (i) by the Board or (ii) by a vote of a majority of the outstanding
voting securities "of the Fund, provided that in either event the continuance
is also approved by a majority" "of the Board members who are not interested
persons of any party to this Agreement,"by vote cast in person at a meeting
called for the purpose of voting on such approval.
13. This Agreement is terminable with respect to the Fund without penalty by
the Board "or by vote of a majority of the outstanding voting securities of
the Fund, in each case on" "not more than 60 days' nor less than 30 days'
written notice to the Subadviser, or by the" "Subadviser upon not less than
90 days' written notice to the Fund and the Manager, and" will be terminated
upon the mutual written consent of the Manager and the Subadviser. This
Agreement shall terminate automatically in the event of its assignment by the
Subadviser and shall not be assignable by the Manager without the consent of
the Subadviser.
14. The Subadviser agrees that for any claim by it against the Fund in
connection with "this Agreement or the services rendered under this Agreement,
it shall look only to" assets of the Fund for satisfaction and that it shall
have no claim against the assets of any other portfolios of the Fund.
"15. No provision of this Agreement may be changed, waived, discharged or
terminated " "orally, but only by an instrument in writing signed by the party
against which""enforcement of the change, waiver, discharge or termination is
sought, and no material" "amendment of the Agreement shall be effective until
approved, if so required by the 1940" "Act, by vote of the holders of a
majority of the Fund's outstanding voting securities."
"16. This Agreement, and any supplemental terms contained on Annex I hereto,
if" "applicable, embodies the entire agreement and understanding between the
parties" "hereto, and supersedes all prior agreements and understandings
relating to the subject" matter hereof. Should any part of this Agreement be
held or made invalid by a court "decision, statute, rule or otherwise, the
remainder of this Agreement shall not be" affected thereby. This Agreement
shall be binding on and shall inure to the benefit of the parties hereto and
their respective successors.
17. This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
[signature page to follow]
"IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be"
executed by their officers thereunto duly authorized.
"XXXX XXXXX PARTNERS FUND ADVISOR, LLC"
By: _______________________________
Name:
Title:
XXXX XXXXX INTERNATIONAL EQUITIES LIMITED
By: _______________________________
Name:
Title:
The foregoing is acknowledged:
The undersigned officer of the Fund has executed this Agreement not individually
but in "his/her capacity as an officer of the Fund. The Fund does not hereby
undertake, on" "behalf of the Fund or otherwise, any obligation to the
Subadviser."
CITITRUST I
By: _______________________________
Name:
Title:
ANNEX I
Not applicable.
SCHEDULE A
Xxxx Xxxxx Partners Emerging Market Equity Fund
Date:
1-Aug-06
Fee:
The sub-advisory fee will be
First $1 billion--0.85%
Next $1 billion--0.825%
Next $3 billion--0.80%
Next $5 billion--0.775%
Over $10 billion-0.75
for the first billion of the management fee paid to Xxxx Xxxxx Partners
"Fund Advisor, LLC, net of expense waivers and reimbursements, with respect
to the" Allocated Assets only.
