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
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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XXXXX X. XXXX
XXXXXXXX XXXXXXXXX CO.
By /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
