XXXX XXXXXXX INVESTMENT TRUST III
Xxxx Xxxxxxx International Fund
Sub-Investment Management Contract
Dated January
1, 2000
XXXX XXXXXXX ADVISERS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXX XXXXXXX INVESTMENT TRUST III
- Xxxx Xxxxxxx International Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
INDOCAM INTERNATIONAL INVESTMENT SERVICES
00 Xxxxxxxxx Xxxxxxx
Xxxxx, XXXXXX 00000
Sub-Investment Management Contract
Ladies and Gentlemen:
Xxxx Xxxxxxx Investment Trust III (the "Trust")
has been organized as a business trust under the laws
of The Commonwealth of Massachusetts to engage in the
business of an investment company. The Trust's shares
of beneficial interest may be classified into series,
each series representing the entire undivided interest
in a separate portfolio of assets. Series may be
established or terminated from time to time by action
of the Board of Trustees of the Trust. As of the date
hereof, the Trust has four series of shares,
representing interests in Xxxx Xxxxxxx Global Xxxx,
Xxxx Xxxxxxx Large Cap Growth Xxxx, Xxxx Xxxxxxx
International Fund, and Xxxx Xxxxxxx Mid Cap Growth
Fund.
The Board of Trustees of the Trust (the
"Trustees") has selected Xxxx Xxxxxxx Advisers, Inc.
(the "Adviser") to provide overall investment advice
and management for the Xxxx Xxxxxxx International Fund
(the "Fund"), and to provide certain other services,
under the terms and conditions provided in the
Investment Management Contract, dated July 1, 1996,
between the Trust, the Fund and the Adviser (the
"Investment Management Contract").
The Adviser and the Trustees have selected Indocam
International Investment Services (the "Sub-Adviser")
to provide the Adviser and the Fund with the advice and
services set forth below, and the Sub-Adviser is
willing to provide such advice and services, subject to
the review of the Trustees and overall supervision of
the Adviser, under the terms and conditions hereinafter
set forth. The Sub-Adviser hereby represents and
warrants that it is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended.
Accordingly, the Trust, on behalf of the Fund, and the
Adviser agree with the Sub-Adviser as follows:
1. Delivery of Documents. The Trust has furnished
the Sub-Adviser with copies, properly certified or
otherwise authenticated, of each of the following:
(a) Amended and Restated Declaration of Trust of
the Trust, dated July 1, 1996, as amended from time to
time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date
hereof;
(c) Resolutions of the Trustees approving the
form of this Agreement by and among the Adviser, the
Sub-Adviser and the Trust, on behalf of the Fund;
(d) Resolutions of the Trustees selecting the
Adviser as investment adviser for the Fund and
approving the form of the Investment Management
Contract;
(e) the Investment Management Contract;
(f) the Fund's portfolio compliance checklists;
(g) the Fund's current Registration Statement,
including the Fund's Prospectus and Statement of
Additional Information; and
(h) the Fund's Code of Ethics.
The Trust will furnish to the Sub-Adviser from
time to time copies, properly certified or otherwise
authenticated, of all amendments of or supplements to
the foregoing, if any.
2. Investment Services. The Sub-Adviser will use its
best efforts to provide to the Fund continuing and
suitable investment advice with respect to investments,
consistent with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's
Prospectus and Statement of Additional Information. In
the performance of the Sub-Adviser's duties hereunder,
subject always (x) to the provisions contained in the
documents delivered to the Sub-Adviser pursuant to
Section 1, as each of the same may from time to time be
amended or supplemented, and (y) to the limitations set
forth in the Registration Statement of the Trust, on
behalf of the Fund, as in effect from time to time
under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940
Act"), the Sub-Adviser will have investment discretion
with respect to the Fund and will, at its own expense:
(a) furnish the Adviser and the Fund with advice
and recommendations, consistent with the investment
policies, objectives and restrictions of the Fund as
set forth in the Fund's Prospectus and Statement of
Additional Information, with respect to the purchase,
holding and disposition of portfolio securities
including the purchase and sale of options;
(b) furnish the Adviser and the Fund with advice
as to the manner in which voting rights, subscription
rights, rights to consent to corporate action and any
other rights pertaining to the Fund's assets shall be
exercised, the Fund having the responsibility to
exercise such voting and other rights;
(c) furnish the Adviser and the Fund with
research, economic and statistical data in connection
with the Fund's investments and investment policies;
(d) submit such reports relating to the valuation
of the Fund's securities as the Trustees may reasonably
request;
(e) subject to prior consultation with the
Adviser, engage in negotiations relating to the Fund's
investments with issuers, investment banking firms,
securities brokers or dealers and other institutions or
investors;
(f) consistent with provisions of Section 7 of
this Agreement, place orders for the purchase, sale or
exchange of portfolio securities with brokers or
dealers selected by the Adviser or the Sub-Adviser,
provided that in connection with the placing of such
orders and the selection of such brokers or dealers the
Sub-Adviser shall seek to obtain execution and pricing
within the policy guidelines determined by the Trustees
and set forth in the Prospectus and Statement of
Additional Information of the Fund as in effect and
furnished to the Sub-Adviser from time to time;
(g) from time to time or at any time requested by
the Adviser or the Trustees, make reports to the
Adviser or the Trust of the Sub-Adviser's performance
of the foregoing services;
(h) subject to the supervision of the Adviser,
maintain all books and records with respect to the
Fund's securities transactions required by the 1940
Act, and preserve such records for the periods
prescribed therefor by the 1940 Act (the Sub-Adviser
agrees that such records are the property of the Trust
and copies will be surrendered to the Trust promptly
upon request therefor);
(i) give instructions to the Fund's custodian as
to deliveries of securities to and from such custodian
and transfer of payment of cash for the account of the
Fund, and advise the Adviser on the same day such
instructions are given; and
(j) cooperate generally with the Fund and the
Adviser to provide information necessary for the
preparation of registration statements and periodic
reports to be filed with the Securities and Exchange
Commission, including Form N-1A, periodic statements,
shareholder communications and proxy materials
furnished to holders of shares of the Fund, filings
with state "blue sky" authorities and with United
States agencies responsible for tax matters, and other
reports and filings of like nature.
3. Expenses Paid by the Sub-Adviser. The Sub-Adviser
will pay the cost of maintaining the staff and
personnel necessary for it to perform its obligations
under this Agreement, the expenses of office rent,
telephone, telecommunications and other facilities it
is obligated to provide in order to perform the
services specified in Section 2, and any other expenses
incurred by it in connection with the performance of
its duties hereunder.
4. Expenses of the Fund Not Paid by the Sub-Adviser.
The Sub-Adviser will not be required to pay any
expenses which this Agreement does not expressly make
payable by the Sub-Adviser. In particular, and without
limiting the generality of the foregoing but subject to
the provisions of Section 3, the Sub-Adviser will not
be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and
of independent advisers, independent contractors,
consultants, managers and other agents employed by the
Trust or the Fund other than through the Sub-Adviser;
(b) legal, accounting and auditing fees and
expenses of the Trust or the Fund;
(c) the fees and disbursements of custodians and
depositories of the Trust or the Fund's assets,
transfer agents, disbursing agents, plan agents and
registrars;
(d) taxes and governmental fees assessed against
the Trust or the Fund's assets and payable by the Trust
or the Fund;
(e) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Trust or the Fund except that the
Sub-Adviser shall bear the costs of providing the
information referred to in Section 2(j) to the Adviser;
(f) brokers' commissions and underwriting fees;
and
(g) the expense of periodic calculations of the
net asset value of the shares of the Fund.
5. Compensation of the Sub-Adviser. For all services
to be rendered, facilities furnished and expenses paid
or assumed by the Sub-Adviser as herein provided for
the Fund, the Adviser will pay the Sub-Adviser
quarterly, in arrears, a fee at the annual rate of 55%
of the investment advisory fee received by the Adviser.
The "average daily net assets" of the Fund shall
be determined on the basis set forth in the Fund's
Prospectus or otherwise consistent with the 1940 Act
and the regulations promulgated thereunder. The Sub-
Adviser will receive a pro rata portion of such fee for
any periods in which the Sub-Adviser advises the Fund
less than a full quarter. The Fund shall not be liable
to the Sub-Adviser for the Sub-Adviser's compensation
hereunder. Calculations of the Sub-Adviser's fee will
be based on average net asset values as provided by the
Adviser.
In addition to the foregoing, the Sub-Adviser may
from time to time agree not to impose all or a portion
of its fee otherwise payable hereunder (in advance of
the time such fee or portion thereof would otherwise
accrue) and/or undertake to pay or reimburse the Fund
for all or a portion of its expenses not otherwise
required to be borne or reimbursed by it. Any such fee
reduction or undertaking may be discontinued or
modified by the Sub-Adviser at any time.
6. Other Activities of the Sub-Adviser and Its
Affiliates. Nothing herein contained shall prevent the
Sub-Adviser or any associate of the Sub-Adviser from
engaging in any other business or from acting as
investment adviser or investment manager for any other
person or entity, understood that officers, directors
and employees of the Sub-Adviser or its affiliates may
continue to engage in providing portfolio management
services and advice to other investment companies,
whether or not registered, to other investment advisory
clients of the Sub-Adviser or its affiliates and to
said affiliates themselves.
7. Avoidance of Inconsistent Position. In connection
with purchases or sales of portfolio securities for the
account of the Fund, neither the Sub-Adviser nor any of
its investment management subsidiaries nor any of such
investment management subsidiaries' directors, officers
or employees will act as principal or agent or receive
any commission, except as may be permitted by the 1940
Act and rules and regulations promulgated thereunder.
The Sub-Adviser shall not knowingly recommend that the
Fund purchase, sell or retain securities of any issuer
in which the Sub-Adviser has a financial interest
without obtaining prior approval of the Adviser prior
to the execution of any such transaction.
Nothing herein contained shall limit or restrict
the Sub-Adviser or any of its officers, affiliates or
employees from buying, selling or trading in any
securities for its or their own account or accounts.
The Trust and Fund acknowledge the Sub-Adviser and its
officers, affiliates, and employees, and its other
clients may at any time have, acquire, increase,
decrease or dispose of positions in investments which
are at the same time being acquired or disposed of
hereunder. The Sub-Adviser shall have no obligation to
acquire with respect to the Fund, a position in any
investment which the Sub-Adviser, its officers,
affiliates or employees may acquire for its or their
own accounts or for the account of another client, if
in the sole discretion of the Sub-Adviser, it is not
feasible or desirable to acquire a position in such
investment on behalf of the Fund. Nothing herein
contained shall prevent the Sub-Adviser from purchasing
or recommending the purchase of a particular security
for one or more funds or clients while other funds or
clients may be selling the same security.
8. No Partnership or Joint Venture. The Trust, the
Fund, the Adviser and the Sub-Adviser are not partners
of or joint venturers with each other and nothing
herein shall be construed so as to make them such
partners or joint venturers or impose any liability as
such on any of them.
9. Name of the Trust and the Fund. The Trust and the
Fund may use the name "Xxxx Xxxxxxx" or any name or
names derived from or similar to the names "Xxxx
Xxxxxxx Advisers, Inc." or "Xxxx Xxxxxxx Mutual Life
Insurance Company" only for so long as this Agreement
remains in effect. At such time as this Agreement
shall no longer be in effect, the Trust and the Fund
will (to the extent that they lawfully can) cease to
use such a name or any other name indicating that the
Fund is advised by or otherwise connected with the
Adviser. The Fund acknowledges that it has adopted the
name Xxxx Xxxxxxx International Fund through permission
of Xxxx Xxxxxxx Mutual Life Insurance Company, a
Massachusetts insurance company, and agrees that Xxxx
Xxxxxxx Mutual Life Insurance Company reserves to
itself and any successor to its business the right to
grant the nonexclusive right to use the name "Xxxx
Xxxxxxx" or any similar name or names to any other
corporation or entity, including but not limited to any
investment company of which Xxxx Xxxxxxx Mutual Life
Insurance Company or any subsidiary or affiliate
thereof shall be the investment adviser.
10. Limitation of Liability of Sub-Adviser. The Sub-
Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust
or the Fund or the Adviser in connection with the
matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross
negligence on the Sub-Adviser's part in the performance
of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Any
person, even though also employed by the Sub-Adviser,
who may be or become an employee of and paid by the
Trust or the Fund shall be deemed, when acting within
the scope of his employment by the Trust or the Fund,
to be acting in such employment solely for the Trust or
the Fund and not as the Sub-Adviser's employee or
agent.
11. Duration and Termination of this Agreement. This
Agreement shall remain in force until June 30, 2001,
and from year to year thereafter, but only so long as
such continuance is specifically approved at least
annually by (a) a majority of the Trustees who are not
interested persons of the Adviser, the Sub-Adviser, or
(other than as Board members) of the Trust or the Fund,
cast in person at a meeting called for the purpose of
voting on such approval, and (b) either (i) the
Trustees or (ii) a majority of the outstanding voting
securities of the Fund. This Agreement may, on 60
days' written notice, be terminated at any time without
the payment of any penalty by the Trust or the Fund by
vote of a majority of the outstanding voting securities
of the Fund, by the Trustees, the Adviser or the Sub-
Adviser. Termination of this Agreement with respect to
the Fund shall not be deemed to terminate or otherwise
invalidate any provisions of any contract between the
Sub-Adviser and any other series of the Trust. This
Agreement shall automatically terminate in the event of
its assignment or upon termination of the Investment
Management Contract. In interpreting the provisions of
this Section 11, the definitions contained in Section
2(a) of the 1940 Act (particularly the definitions of
"assignment," "interested person" or "voting
security"), shall be applied.
12. Amendment of this Agreement. 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 amendment, transfer, assignment, sale, hypothecation
or pledge of this Agreement shall be effective until
approved by (a) the Trustees, including a majority of
the Trustees who are not interested persons of the
Adviser, the Sub-Adviser, or (other than as Board
members) of the Trust or the Fund, cast in person at a
meeting called for the purpose of voting on such
approval, and (b) a majority of the outstanding voting
securities of the Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the
Commonwealth of Massachusetts.
14. Severability. The provisions of this Agreement
are independent of and separable from each other, and
no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason
any other or others of them may be deemed invalid or
unenforceable in whole or in part.
15. Miscellaneous. (a) The captions in this
Agreement are included for convenience of reference
only and in no way define or limit any of the
provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
The name Xxxx Xxxxxxx Investment Trust III is the
designation of the Trustees under the Amended and
Restated Declaration of Trust dated July 1, 1996, as
amended from time to time. The Declaration of Trust
has been filed with the Secretary of The Commonwealth
of Massachusetts. The obligations of the Trust and the
Fund are not personally binding upon, nor shall resort
be had to the private property of, any of the Trustees,
shareholders, officers, employees or agents of the
Fund, but only the Fund's property shall be bound. The
Trust or the Fund shall not be liable for the
obligations of any other series of the Trust. (b) Any
information supplied by the Sub-Adviser, which is not
otherwise in the public domain, in connection with the
performance of its duties hereunder is to be regarded
as confidential and for use only by the Fund and/or its
agents, and only in connection with the Fund and its
investments.
Yours very truly,
XXXX XXXXXXX INVESTMENT
TRUST III
on behalf of Xxxx Xxxxxxx
International Fund
By:
________________________________
______
President
The foregoing contract
is hereby agreed to as
of the date hereof.
XXXX XXXXXXX ADVISERS, INC.
By: ______________________________________
President
INDOCAM INTERNATIONAL INVESTMENT SERVICES
By: ____________________________
Name:
Title:
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