EXHIBIT (d)(3)
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This contract is made as of (date), between (name) hereinafter
"Advisor" (address) and (name) "Sub-Advisor" (address).
WHEREAS:
A) Advisor has entered into an Investment Management and Administration
Contract with (name) hereinafter "Company", an open-end management
investment company registered under the Investment Company Act of 1940,
as amended ("1940 Act"), with respect to the funds set forth in the
Portfolio Operating Memoranda attached hereto;
B) Sub-Advisor represents that it is licensed under the (relevant law) as
an investment advisor and engages in the business of acting as an
investment advisor;
C) Advisor will, from time to time, enter into investment management and
administration contracts with various companies pursuant to which
Advisor is required to provide investment advisory services to these
companies, and is authorized to retain companies which are affiliated
with Advisor to provide such services.
NOW THEREFORE, in consideration of the promises and the mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. Advisor hereby appoints Sub-Advisor as sub-advisor of each Fund
for the period and on the terms set forth in this Contract. Sub-Advisor accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties as Sub-Advisor.
(a) Subject to the supervision of the Company's Board of Trustees
("Board") and Advisor, the Sub-Advisor will provide a continuous investment
program for each Fund, including investment research and management, with
respect to all securities and investments and cash equivalents of the Fund. The
Sub-Advisor will determine from time to time what securities and other
investments will be purchased, retained or sold by each Fund, and the brokers
and dealers through whom trades will be executed.
(b) The Sub-Advisor agrees that, in placing orders with brokers
and dealers, it will attempt to obtain the best net result in terms of price and
execution. Consistent with this obligation, the Sub-Advisor may, in its
discretion, purchase and sell portfolio securities from and
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to brokers and dealers who sell shares of the Funds or provide the Funds,
Advisor's other clients, or Sub-Advisor's other clients with research, analysis,
advice and similar services. The Sub-Advisor may pay to brokers and dealers, in
return for such research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to the Sub-Advisor determining in
good faith that such commission or spread is reasonable in terms either of the
particular transaction or of the overall responsibility of the Advisor and the
Sub-Advisor to the Funds and their other clients and that the total commissions
or spreads paid by each Fund will be reasonable in relation to the benefits to
the Fund over the long term. In no instance will portfolio securities be
purchased from or sold to the Sub-Advisor, or any affiliated person thereof,
except in accordance with the applicable securities laws and the rules and
regulations thereunder and any exemptive orders currently in effect. Whenever
the Sub-Advisor simultaneously places orders to purchase or sell the same
security on behalf of a Fund and one or more other accounts advised by the
Sub-Advisor, such orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable to each account.
(c) The Sub-Advisor will maintain all books and records with
respect to the securities transactions of the Funds, and will
furnish the Board and Advisor with such periodic and special
reports as the Board or Advisor reasonably may request.
Sub-Advisor hereby agrees that all records which it maintains
for the Company are the property of the Company, and agrees to
preserve for the periods prescribed by applicable law any
records which it maintains for the Company and which are
required to be maintained, and further agrees to surrender
promptly to the Company any records which it maintains for the
Company upon request by the Company.
3. Further Duties. In all matters relating to the performance of this Contract,
Sub-Advisor will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Company and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable laws and regulations. Sub-advisor
shall maintain compliance procedures for the Funds that it reasonably believes
are adequate to ensure compliance with the investment objective(s) and policies
as stated in the prospectuses and attached exhibits. Sub-Advisor shall maintain
compliance procedures that it reasonably believes are adequate to ensure its
compliance with the 1940 Act (or other relevant law).
4. Services Not Exclusive. The services furnished by Sub-Advisor hereunder are
not to be deemed exclusive and Sub-Advisor shall be free to furnish similar
services to others so long as its services under this Contract are not impaired
thereby. Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of Sub-Advisor, who may also be a Trustee, officer
or employee of the Company, to engage in any other business or to devote his or
her time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
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5. Expenses.
(a) During the term of this Contract, each Fund will bear all
expenses, not specifically assumed by Advisor and Sub-Advisor, incurred in its
operations and the offering of its shares.
(b) Expenses borne by each Fund will include but not be limited to
the following: (i) all direct charges relating to the purchase and sale of
portfolio securities, including the cost (including brokerage commissions, if
any) of securities purchased or sold by the Fund and any losses incurred in
connection therewith; (ii) fees payable to and expenses incurred on behalf of
the Fund by Sub-Advisor under this Contract; (iii) investment consulting fees
and related costs; (iv) expenses of organizing the Company and the Fund; (v)
expenses of preparing and filing reports and other documents with governmental
and regulatory agencies; (vi) filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Company under
federal and/or state securities laws and maintaining such registrations and
qualifications; (vii) costs incurred in connection with the issuance, sale or
repurchase of the Fund's shares of beneficial interest; (viii) fees and salaries
payable to the Company's Trustees who are not parties to this Contract or
interested persons of any such party ("Independent Trustees"); (ix) all expenses
incurred in connection with the Independent Trustees' services, including travel
expenses; (x) taxes (including any income or franchise taxes) and governmental
fees; (xi) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (xii) any costs, expenses or losses arising out of
a liability of or claim for damages or other relief asserted against the Company
or the Fund for violation of any law; (xiii) interest charges; (xiv) legal,
accounting and auditing expenses, including legal fees of special counsel for
the Independent Trustees; (xv) charges of custodians, transfer agents, pricing
agents and other agents; (xvi) expenses of disbursing dividends and
distributions; (xvii) costs of preparing share certificates; (xviii) expenses of
setting in type, printing and mailing prospectuses and supplements thereto,
statements of additional information, reports, notices and proxy materials for
existing shareholders; (xix) any extraordinary expenses (including fees and
disbursements of counsel, costs of actions, suits or proceedings to which the
Company is a party and the expenses the Company may incur as a result of its
legal obligation to provide indemnification to its officers, Trustees, employees
and agents) incurred by the Company; (xx) fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations; (xxi) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xxii) the cost
of investment company literature and other publications provided by the Company
to its Trustees and officers; and (xxiii) costs of mailing, stationery and
communications equipment.
(c) The payment or assumption by Sub-Advisor of any expense of the
Company or any Fund that Sub-Advisor is not required by this Contract to pay or
assume shall not obligate Sub-Advisor to pay or assume the same or any similar
expense of the Company or any Fund on any subsequent occasion.
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6. Compensation.
(a) For the services provided to a Fund under this Contract,
Advisor will pay Sub-Advisor a fee, computed weekly and paid
monthly, calculated in accordance with the current AMVECAP
Transfer Pricing Policy.
(b) For the services provided under this Contract to each Fund as
hereafter may be established, Advisor will pay to Sub-Advisor a fee in
accordance with the current AMVESCAP Transfer Pricing Policy.
(c) The fee shall be computed weekly and paid monthly to
Sub-Advisor on or before the last business day of the next succeeding calendar
month.
(d) If this Contract becomes effective or terminates before the
end of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
7. Limitation of Liability of Sub-Advisor and Indemnification. Sub-Advisor shall
not be liable for any costs or liabilities arising from any error of judgment or
mistake of law or any loss suffered by the Fund or the Company in connection
with the matters to which this Contract relates except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of Sub-Advisor in
the performance by Sub-Advisor of its duties or from reckless disregard by
Sub-Advisor of its obligations and duties under this Contract. Any person, even
though also an officer, partner, employee, or agent of Sub-Advisor, who may be
or become a Trustee, officer, employee or agent of the Company, shall be deemed,
when rendering services to a Fund or the Company or acting with respect to any
business of a Fund or the Company to be rendering such service to or acting
solely for the Fund or the Company and not as an officer, partner, employee, or
agent or one under the control or direction of Sub-Advisor even though paid by
it.
8. Duration and Termination.
(a) This Contract shall become effective upon the date hereabove
written, provided that this Contract shall not take effect with respect to any
Fund unless it has first been approved (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of that Fund's
outstanding voting securities, when required by the 0000 Xxx.
(b) Unless sooner terminated as provided herein, this Contract
shall continue in effect for two years from the above written date. Thereafter,
if not terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed
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twelve months each, provided that such continuance is specifically approved at
least annually (i) by a vote of a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Board or by vote of a majority of the outstanding voting securities of
that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund this
Contract may be terminated at any time, without the payment of any penalty, (i)
by vote of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to Sub-Advisor; or (ii) by
the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by the
Sub-Adviser on sixty days' written notice to the Company. Termination of this
Contract with respect to one Fund shall not affect the continued effectiveness
of this Contract with respect to any other Fund. This Contract will
automatically terminate in the event of its assignment.
9. Amendment. No provision of this Contract 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 amendment of this Contract shall be effective until approved by
vote of a majority of the Fund's outstanding voting securities, when required by
the 1940 Act.
10. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Delaware (without regard to Delaware conflict or choice of law
provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control.
11. Miscellaneous. The captions in this Contract are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be
affected thereby. This Contract shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors. As used
in this Contract, the terms "majority of the outstanding voting
securities," "interested person," "assignment," "broker," "dealer,"
"investment Advisor," "national securities exchange," "net assets,"
"prospectus," "sale," "sell" and "security" shall have the same meaning as
such terms have in the 1940 Act, subject to such exemption as may be
granted by the Securities and Exchange Commission by any rule, regulation
or order. Where the effect of a requirement of the 1940 Act reflected in
any provision of this Contract is made less restrictive by a rule,
regulation or order of the Securities and Exchange Commission, whether of
special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed
by their officers designated as of the day and year first above written.
ADVISOR SUB-ADVISOR
By: ___________________________
By: ____________________________
Name: __________________________ Name: ___________________________
Its: ___________________________ Its: ___________________________
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