EXHIBIT (d)(xviii)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this ___day of _______2003, by and between, Xxxxxxx
Xxxxxx Investment Management, Inc. ("CSIM"), and Janus Capital Management LLC, a
Delaware limited liability company, ("Sub-Adviser").
WHEREAS, Schwab Capital Trust, a Massachusetts business trust
("Company"), is an open-end, management investment company registered under the
Investment Company Act of 1940 ("1940 Act"), consisting of several series, each
having its own investment objective and policies; and
WHEREAS, Company has entered into an Investment Advisory and
Administration Agreement with CSIM pursuant to which CSIM acts as investment
manager to Company ("Management Agreement"); and
WHEREAS, CSIM, acting with the approval of Company, wishes to retain
Sub-Adviser to provide discretionary investment advisory services ("Services")
with respect to a portion of each series identified on Schedule A hereto, as may
be amended from time to time, (each a "Fund") that may be allocated by CSIM for
management by the Sub-Adviser from time to time, together with all income earned
on those assets and all realized and unrealized capital appreciation related to
those assets (for each Fund, the "Managed Assets"), and Sub-Adviser is willing
to render the Services.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties agree as follows:
1. APPOINTMENT. CSIM appoints Sub-Adviser to provide the Services for the
period and term set forth in this Investment Sub-Advisory Agreement
("Agreement"). Sub-Adviser accepts such appointment and agrees to render the
Services as provided herein.
2. DUTIES OF SUB-ADVISER.
(a) Subject to supervision by the Company, its Board of Trustees
("Trustees") and CSIM (collectively "Fund Parties"), Sub-Adviser will manage the
investment and reinvestment of the Managed Assets and determine in its
discretion, the securities and other property to be purchased or sold and the
portion of the Managed Assets to be retained in cash. Sub-Adviser will use the
same skill and care in providing the Services to each Fund as it utilizes in
providing investment advisory services to other fiduciary accounts for which it
has investment responsibilities. Sub-Adviser will provide Fund Parties with
records concerning Sub-Adviser's activities that Fund Parties are required to
maintain, and regular reports concerning Sub-Adviser's performance of the
Services. Notwithstanding any provision to the contrary, Sub-Adviser is
authorized to delegate any or all of its investment management responsibilities
to Perkins, Wolf, XxXxxxxxx and Company ("Agent"), regardless of Sub-Adviser's
percent ownership of Agent, if any; provided, however, Sub-Adviser will be fully
responsible for the Services of this Agreement delegated to Agent, as if
Sub-Adviser performed such Services itself. Sub-Adviser makes no representation
or warranty, express or implied, that any level of performance or investment
results will be achieved by the Fund or that the Fund will perform comparably
with any standard or index, including other clients of the Sub-Adviser, whether
public or private.
(b) Unless CSIM provides written instructions to the contrary,
Sub-Adviser will review all proxy solicitation materials and will exercise any
voting rights associated with securities comprising the Managed Assets pursuant
to its proxy voting policy and guidelines. Fund will forward promptly to
Sub-Adviser copies of all proxies and shareholder communications relating to
securities in the Managed Assets (other than materials relating to legal
proceedings, including bankruptcies or class actions, involving
securities in the Managed Assets or the issuers of such securities). Sub-Adviser
will not be responsible or liable for failing to vote any proxies when it has
not received such proxies or related shareholder communications in a timely
basis.
(c) Sub-Adviser will provide assistance to Company, Xxxxxxx Xxxxxx
& Co, Inc. ("Distributor") and CSIM (collectively "Schwab Parties"), as may be
reasonably requested by such parties, in connection with the offering, sale and
marketing of Fund shares. Such assistance will include, without limitation: (i)
review of offering, marketing and sales materials; (ii) attendance and
participation at internal and external conferences (including in-person,
telephonic and video), conventions, road shows and other sales or educational
meetings; and (iii) provision of discussion, analysis and commentary and market
and performance data for filings with the Securities and Exchange Commission
("SEC") and web and other medium based marketing and advertising. Schwab parties
may use the names, trade names, trademarks, service marks, artwork, designs, or
other copyrighted materials of Sub-Adviser in connection with the offering, sale
and marketing of Fund shares, subject to the prior written approval of
Sub-Adviser, which will not be unreasonably withheld.
(d) Unless CSIM provides written instructions to the contrary,
Sub-Adviser will assist CSIM in determining, in good faith, the fair value of
any securities of the Managed Assets for which market quotations are not readily
available in accordance with guidelines and procedures adopted by the Trustees.
CSIM acknowledges that Sub-Adviser will not be responsible for fair value
pricing of securities: (i) in which Fund's pricing agent or CSIM has not
provided reasonable notice that market quotations are not available; or (ii) in
the event of operational or other market difficulties. In addition, Sub-Adviser
will use it best efforts to arrange for the provision of market values from at
least two parties independent of Sub-Adviser with respect to any securities of
the Managed Assets for which the Company's pricing agent does not obtain prices
in the ordinary course of business from an automated pricing service. Except as
provided in the first sentence, Sub-Adviser will not be responsible for pricing
the Fund's securities, and Fund will rely on its pricing agent for pricing the
Fund's securities.
(e) Sub-Adviser will discharge the foregoing responsibilities
subject to the supervision of Fund Parties, and in compliance with the
following: (i) such policies as Fund Parties may from time to time establish
when provided by CSIM in writing to Sub-Adviser; (ii) Company's Prospectus and
Statement of Additional Information when provided by CSIM to Sub-Adviser
("Prospectus and SAI"); (iii) Company's Declaration of Trust and By-Laws when
provided by CSIM to Sub-Adviser; (iv) 1940 Act; (v) the Investment Advisers Act
of 1940 ("Advisers Act"); (vi) any exemptive or other relief granted by the SEC
when provided in writing by CSIM to Sub-Adviser; (vii) the Internal Revenue Code
of 1986 ("Code"); (viii) the Commodities and Exchange Act ("CEA"); and (ix) any
other applicable laws. If a conflict in policies referenced herein occurs, the
Prospectus and SAI will control, except to the extent applicable law requires
otherwise.
(f) Sub-Adviser agrees to perform such duties at its own expense
and to provide the office space, furnishings and equipment and the personnel
required by it to perform the Services on the terms and for the compensation
provided herein. Sub-Adviser will not, however, pay Fund expenses including, but
not limited to, the cost of securities, commodities, and other investments
(including brokerage commissions and other transaction charges, if any)
purchased or sold for a Fund, registration costs, administrative expenses,
mailing expenses, proxy costs, interest, taxes, custodian fees and extraordinary
expenses.
3. DUTIES OF CSIM.
CSIM will continue to have responsibility for all services to be
provided to a Fund pursuant to the Management Agreement and will oversee and
review Sub-Adviser's performance of the Services. CSIM
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will furnish to Sub-Adviser current and complete copies of the Declaration of
Trust and By-laws of Company, and the current Fund Policies, Prospectus and SAI
as those documents may be amended from time to time. CSIM represents that it
will obtain the necessary approvals of the Advisory Agreement and this Agreement
by the Trustees and each Fund's shareholders as required by the 1940 Act.
4. CUSTODY. Company will designate one or more custodians to hold the
Managed Assets ("Custodian") in the name of each Fund. Each custodian will be
responsible for the custody, receipt and delivery of securities and other assets
of a Fund including the Managed Assets, and Sub-Adviser will have no authority,
responsibility or obligation with respect to the custody, receipt or delivery of
securities or other assets of a Fund. In the event that any cash or securities
of a Fund are delivered to Sub-Adviser, Sub-Adviser will promptly deliver the
same to the Custodian for the benefit of and in the name of Fund. Sub-Adviser
will provide to the Custodian and Fund Accountant on each business day,
information relating to all transactions in the Managed Assets and will provide
such information to Fund Parties upon request. Sub-Adviser will make all
reasonable efforts to notify Custodian and Fund Accountant of all orders to
brokers for the Managed Assets by 9:00 am EST on the day following the trade
date.
5. PORTFOLIO TRANSACTIONS.
(a) Sub-Adviser is authorized to select brokers or dealers that
will execute the purchases and sales of portfolio securities and other property
for a Fund through brokers or dealers that Sub-Adviser reasonably believes will
provide best execution in a manner consistent with the written policies provided
by Fund Parties to Sub-Adviser, or as Fund Parties may direct from time to time
in writing, and in conformity with the federal securities laws.
(b) In effecting transactions for a Fund and selecting brokers or
dealers, Sub-Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms for any
transaction, Sub-Adviser will consider any factors that it deems relevant,
including price paid for the security, commission paid for the transaction,
clearance, settlement, reputation, financial strength and stability, efficiency
of execution and error resolution, block trading and block positioning
capabilities, willingness to execute related or unrelated difficult
transactions, confidentiality and anonymity of transactions and order of call.
(c) Consistent with any policies established by Fund Parties and
in compliance with the Prospectus and SAI and 1940 Act, Sub-Adviser is
authorized, in its discretion, to utilize the services of a broker or dealer
that provides brokerage or research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934).
(d) In no instance will Sub-Adviser cause Managed Assets to be
purchased from or sold to Distributor, CSIM or any affiliated person of either
Company, Distributor, CSIM (as disclosed in writing by CSIM to Sub-Adviser) or
Sub-Adviser, Agent or any affiliated person of either Sub-Adviser or Agent
(collectively "Related Parties"), except to the extent permitted by the 1940 Act
or any exemptive or other relief granted by the SEC. Sub-adviser will not
execute any transactions with brokers or dealers that are Related Parties
without the prior written approval of CSIM.
(e) Consistent with any policies established by Fund Parties,
Sub-Adviser may aggregate orders for purchase or sale of Managed Assets with
similar orders being made concurrently for other accounts managed by Sub-Adviser
and its affiliates, if, in Sub-Adviser's reasonable judgment, such aggregation
will result in an overall economic benefit to Fund and to its and its affiliates
other accounts, taking into consideration the transaction price, brokerage
commission and other expenses. In any single transaction in which purchases or
sales of securities of any issuer for the account of a Fund are aggregated with
other accounts managed by Sub-Adviser and its affiliates, the actual prices
applicable to the transaction
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will be averaged among the accounts for which the transaction is effected,
including the account of the Fund. CSIM acknowledges that such aggregation of
orders may not result in a more favorable price or lower commission in all
instances.
6. COMPENSATION OF SUB-ADVISER. For the Services provided and expenses
assumed by Sub-Adviser under this Agreement, CSIM will pay to Sub-Adviser
compensation at the rate specified in Schedule B, as may be amended from time to
time. Such compensation will be paid at the times and on the terms set forth in
Schedule B. All rights of compensation under this Agreement for Services
performed as of the termination date will survive the termination of this
Agreement. Except as otherwise prohibited by law or regulation, Sub-Adviser may,
in its discretion, from time to time, waive a portion of its compensation.
7. REPORTS.
(a) Sub-Adviser will provide written quarterly reports to Fund
Parties regarding the Managed Assets. CSIM will specify the information to be
included in such quarterly reports. Sub-Adviser will make available to Fund
Parties any economic, statistical and investment services that Sub-Adviser makes
available to its other institutional clients.
(b) Sub-Adviser will promptly communicate to Fund Parties any
information relating to transactions in the Managed Assets, as Fund Parties may
reasonably request.
(c) Sub-Adviser will promptly notify Fund Parties of any financial
or regulatory condition that is likely to impair the ability of Sub-Adviser to
perform the Services. In addition, Sub-Adviser will promptly notify Fund Parties
of any intended change in control of Sub-Adviser and of any intended change in
portfolio or senior management, as far in advance of such change as possible.
(d) Sub-Adviser will make a representative available to meet with
Fund Parties at such times and places, as Fund Parties may reasonably request,
including at quarterly and special meetings of the Trustees in San Francisco,
California.
8. STATUS OF SUB-ADVISER. Sub-Adviser is and will continue to be
registered under the Advisers Act. The Services of Sub-Adviser to Company for
each Fund are not to be deemed exclusive, and Sub-Adviser is free to render
similar services to others so long as its Services to the Fund are not impaired
thereby. Sub-Adviser is and will continue to be an independent contractor and,
unless otherwise expressly provided or authorized, has no authority to act for
or represent Company in any way or otherwise act as agent of Company.
9. CODE OF ETHICS. Sub-Adviser will furnish to Fund Parties a current copy
of its code of ethics that complies with the requirements of Rule 17j-1 under
the 1940 Act. Sub-Adviser will provide an annual certification to Fund Parties
certifying that there have been no material violations of Sub-Adviser's code of
ethics or, if such violations have occurred, that appropriate actions have been
taken in response to such violations, and an annual report to the Fund Parties
describing any issues arising under the Sub-Adviser's code of ethics; including,
but not limited to, information about material violations of its code and
sanctions imposed in response to such material violation involving Sub-Adviser's
personnel performing Sub-Adviser's responsibilities under the Agreement. In the
event of a material violation of Sub-Adviser's code of ethics as reported by
Sub-Adviser, the Sub-Adviser will promptly notify CSIM, and upon written request
of CSIM, Sub-Adviser will permit Fund Parties to examine the reports of such
material violations made by Sub-Adviser pursuant to Rule 17j-1 and other records
relevant to Sub-Adviser's code of ethics. CSIM's examination shall be limited to
material violations involving Sub-Adviser's personnel performing Sub-Adviser's
responsibilities under this Agreement.
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10. CERTAIN RECORDS.
(a) Sub-Adviser will maintain all books and records with respect
to transactions involving the Managed Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act.
Sub-Adviser will provide to Fund Parties periodic and special reports, as Fund
Parties may reasonably request, including any information requested by Fund
Parties to assist Trustees in evaluating the terms of this Agreement and any
renewal thereof under Section 15(c) of the 0000 Xxx.
(b) Sub-Adviser will keep the books and records relating to the
Managed Assets required to be maintained by Sub-Adviser under this Agreement and
will timely furnish to Fund Parties all information relating to Sub-Adviser's
Services under this Agreement needed by Fund Parties to keep the other books and
records of the Company required by Rule 31a-1 under the 1940 Act. Sub-Adviser
will also furnish to Fund Parties any other information relating to the Managed
Assets that must be filed by Company with the SEC or sent to shareholders under
the 1940 Act, and any exemptive or other relief granted by the SEC. Sub-Adviser
agrees that all records that it maintains on behalf of Company are property of
Company and Sub-Adviser will surrender promptly to Company any of such records
upon Fund Parties' request; provided, however, Sub-Adviser may retain a copy of
such records. In addition, Sub-Adviser will preserve for the periods prescribed
by Rule 31a-2 under 1940 Act any such records as are required to be maintained
by it pursuant to this Agreement, as applicable to Sub-Adviser's performance of
sub-advisory services to the Fund under this Agreement, and will transfer said
records to any successor sub-adviser upon the termination of this Agreement (or,
if there is no successor sub-adviser, to CSIM).
11. LIMITATION OF LIABILITY OF SUB-ADVISER. Sub-Adviser or any of its
affiliates, officers, directors, shareholders, employees or agents will not be
liable for any claims, liabilities, damages, costs (including reasonable
attorneys' fees and costs) or losses ("collectively" claims) arising out of this
Agreement, except to the extent such claims arise out of: (a) Sub-Adviser's or
Agent's negligence, bad faith or willful misfeasance; or (b) Sub-Adviser's or
Agent's breach of this Agreement. Nothing in this Section 11 will be deemed a
waiver or limitation of any obligation or duty that may not by law be waived or
limited.
12. INDEMNIFICATION.
(a) Sub-Adviser will indemnify and hold harmless Fund Parties, their
affiliates and their respective employees, officers and directors from and
against all claims arising out of this Agreement to the extent such claims arise
out of: (i) Sub-Adviser's or Agent's negligence, bad faith or willful
misfeasance; or (ii) Sub-Adviser's or Agent's breach of this Agreement.
(b) CSIM will indemnify and hold harmless Sub-Adviser, its affiliates, and
their respective employees, officers, members, owners and directors from and
against all claims arising out of this Agreement, except to the extent such
claims arise out of: (i) Sub-Adviser's or Agent's negligence, bad faith or
willful misfeasance; or (ii) Sub-Adviser's or Agent's breach of this Agreement.
13. CONFIDENTIALITY. The Mutual Confidentiality and Non-Disclosure
Agreement ("Confidentiality Agreement") previously entered into between the
parties is attached hereto as Schedule C and incorporated herein by reference.
The Confidentiality Agreement will remain in effect throughout the term of this
Agreement, and each party will abide by all of the provisions set forth therein.
Upon termination of this Agreement, each party will continue to hold any
Confidential Information (as that term is defined in the Confidentiality
Agreement) in strict confidence for ten years from the date of termination,
except with regard to: (a) trade secrets of either party which will be held in
confidence for as long as such information
5
remains a trade secret; and (b) Schwab Customer Information (as that term is
defined in the Confidentiality Agreement) which will be held by Sub-Adviser in
strict confidence in perpetuity and which will be used by Sub-Adviser only to
perform the Services and for no other purpose and as may be required to be
disclosed by court order, or pursuant to applicable law, regulation or
self-regulatory organization rules. In the event any of the provisions of the
Confidentiality Agreement conflict with any of the provisions of this Agreement,
the latter will control.
14. PUBLICITY. During and after the term of this Agreement, Sub-Adviser
will not make any media release or other public announcement relating to this
Agreement without Schwab Parties' prior written consent. Sub-Adviser will
acquire no right to use, and will not use, without Schwab Parties' prior written
consent, with respect to each use, the terms or existence of this Agreement, the
names, trade names, trademarks, service marks, artwork, designs, or copyrighted
materials of Schwab Parties or their affiliates in any sales or advertising
materials, press releases, client lists, presentations, promotions or other
publicity related materials or media.
15. DURATION AND TERMINATION.
(a) This Agreement will become effective for each Fund upon its
approval by the Trustees and by a vote of the majority of the outstanding voting
securities of each Fund; provided, however, if CSIM obtains exemptive relief
from the SEC permitting it to engage a Sub-Adviser without first obtaining
approval of the Agreement from a majority of the outstanding voting securities
of the Fund involved, the Agreement will become effective upon its approval by
the Trustees, without approval by the shareholders. This Agreement will remain
in effect until two years from date of each effectiveness, and thereafter, for
periods of one year so long as such continuance thereafter is specifically
approved at least annually (i) by the vote of a majority of those Trustees who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by the Trustees, or by the vote of a majority of the outstanding voting
securities of the Fund; provided, however, that if the shareholders of a Fund
fail to approve the Agreement as provided herein, Sub-Adviser may continue to
serve hereunder in the manner and to the extent permitted by the 0000 Xxx. The
foregoing requirement that continuance of this Agreement be "specifically
approved at least annually" will be construed in a manner consistent with the
1940 Act.
(b) This Agreement may be terminated at any time, without cause
and without payment of any penalty by Fund Parties, by vote of a majority of the
Trustees or by vote of a majority of the outstanding voting securities of a Fund
on not more than 60 days' written notice to the Sub-Adviser, or by CSIM upon 90
days' written notice to Sub-Adviser. In addition, this Agreement may be
terminated, with cause, by CSIM at any time, without payment of any penalty by
Fund Parties, upon written notice to Sub-Adviser. As used herein, "with cause"
means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal
or state regulatory violation by Sub-Adviser; and (iii) any material financial
or other impairment that in the reasonable judgment of CSIM impairs
Sub-Adviser's ability to perform the Services.
(c) This Agreement may be terminated by the Sub-Adviser at any
time, without cause and without payment of any penalty, upon 90 days' written
notice to CSIM. In addition, this Agreement may be terminated, with cause, by
Sub-Adviser, at any time, without payment of any penalty by Sub-Adviser, upon
written notice to CSIM. As used herein, "with cause" means: (i) any material
breach of the Agreement by CSIM; (ii) any federal or state regulatory violation
by CSIM; and (iii) any material financial or other impairment that in the
reasonable judgment of Sub-Adviser impairs CSIM's ability to perform its
obligations under this Agreement.
(d) This Agreement will automatically and immediately terminate in
the event of its assignment or in the event of the termination of the Management
Agreement.
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(e) Any termination of this Agreement in accordance with the terms
hereof will not affect the obligations or liabilities accrued prior to
termination. As used in this Section 15, the terms "assignment", "interested
persons," and a "vote of a majority of the outstanding voting securities" will
have the respective meanings set forth in the 1940 Act; subject to such
exceptions and other relief as may be granted by the SEC.
16. NOTICE. All notices required or permitted hereunder will be deemed
sufficient upon receipt if sent by: (a) hand; (b) registered or certified mail,
postage prepaid; (c) overnight courier; or (d) facsimile transmission to the
last address furnished by the other party to the party giving notice. At the
outset, such notices will be delivered to the following addresses:
CSIM: Xxxxxxx Xxxxxx Investment Management, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Sub-Adviser: Janus Capital Management LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
17. NONCOMPETE PROVISIONS. Except as set forth in Schedule D, Sub-Adviser
is not and will not become a party to any noncompete agreement or other
agreement or arrangement that would restrict, limit or otherwise interfere with
the ability of Schwab Parties and their affiliates to employ or engage any
person or entity, now or in the future, to provide investment advisory or other
services.
18. SEVERABILITY. If any provision of this Agreement will be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement will not be affected thereby.
19. GOVERNING LAW. This Agreement will be construed in accordance with the
laws of the State of California and the applicable provisions of the 1940 Act.
To the extent that the applicable laws of the State of California, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter will control.
20. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement and
understanding between the parties relating to the Services. Any prior
agreements, promises or representations not expressly set forth in this
Agreement are of no force and effect. No waiver or modification of this
Agreement will be effective unless reduced to writing and signed by the party to
be charged. No failure to exercise and no delay in exercising on the part of any
party hereto of any right, remedy, power or privilege hereunder will operate as
a waiver thereof.
(b) This Agreement is entered into on behalf of each Fund
severally, and not jointly, with the express intention that the provisions
contained herein will apply separately with respect to each Fund, as if
contained in separate agreements.
7
(c) Except as set forth in Section 15, this Agreement binds and
inures to the benefit of parties, their successors and assigns. This Agreement
may be executed in more than one counterpart each of which will be deemed an
original and both of which, taken together, will be deemed to constitute one and
the same instrument.
(d) Company refers to Schwab Capital Trust and its Trustees, as
Trustees but not individually or personally, acting under a Declaration of Trust
dated May 7, 1993. A copy of the Certificate of Trust of Company is on file with
the Secretary of State of the State of Massachusetts. Notice is hereby given
that the obligations of Company entered into in the name of or on behalf of
Company by any of its Trustees, representatives or agents are made not
individually, but in such Company capacities. Such obligations are not binding
upon any of the Trustees, shareholders or representatives of Company personally,
but bind only the assets of Company belonging to such Fund for the enforcement
of any claims against Company.
(e) As used in this Agreement, any references to any laws
(including, without limitation, the 1940 Act, Advisers Act, Code and CEA)
incorporate the effects of: (i) any amendments to such laws; (ii) any rules or
regulations promulgated under such laws; and (iii) any interpretations of such
laws, rules or regulations by the applicable regulatory authorities.
NOW THEREFORE, the parties hereto have caused this Agreement to be executed as
of the day and year first written above.
Xxxxxxx Xxxxxx Investment Management, Inc.
By: __________________________
Name: Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
Janus Capital Management LLC
By: __________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
JANUS CAPITAL MANAGEMENT LLC
FUND(S)
Schwab Multi-Manager Balanced Fund.
Effective Date of this Schedule A: ____________, 2003.
9
SCHEDULE B
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
JANUS CAPITAL MANAGEMENT LLC
FEES
Fees will be accrued each day by applying to the Net Asset Value of the Managed
Assets at the end of that day, the daily rate, using a 365-day year, equivalent
to the applicable fee percentage set forth below ("Company Percentage").
Sub-Adviser represents and warrants that the Company Percentage now is and in
the future will be equal to or less than the applicable fee percentage payable
to Sub-Adviser under any other advisory or sub-advisory agreement for comparable
investment advisory services and comparable asset totals pursuant to this
Agreement (each a "Third Party Percentage"). If at any times, the Company
Percentage is greater than any Third Party Percentage, the Company Percentage
will be reduced to the lowest Third Party Percentage, including with respect to
any advisory or sub-advisory agreement amended or entered into by Sub-Adviser
after the effective date of this Schedule. Fees will be paid within 30 days
following the end of each calendar quarter.
COMPANY PERCENTAGE
50 Basis points on all assets
Effective Date of this Schedule B: __________, 2003
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SCHEDULE C
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
JANUS CAPITAL MANAGEMENT LLC
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEEMENT
A true and correct copy of the MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE
AGREEEMENT is attached hereto.
Effective Date of this Schedule C: __________, 2003.
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SCHEDULE D
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
AND
JANUS CAPITAL MANAGEMENT LLC
NONCOMPETE PROVISIONS:
None.
Effective Date of this Schedule D: ___________, 2003.
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