XXXX XXXXXXX FUNDS
SUB-ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 2005, among Xxxx Xxxxxxx
Advisers, LLC, a Delaware limited liability company (the "Adviser"), Sovereign
Asset Management LLC, a Delaware limited liability company (the "Sub-adviser"),
and each of the trusts that is a signatory hereto (each, a "Trust" and together,
as applicable, the "Trusts"). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. APPOINTMENT OF SUB-ADVISER
The Sub-adviser undertakes to act as investment sub-adviser to each of the
Trusts and the series thereof (each a "Fund"), in each case listed on Appendix A
to this Agreement, as such Appendix may be amended by the affected Trust(s), the
Adviser and the Sub-adviser from time to time, and, subject to the supervision
and control of the Trustees of each Trust and the terms of this Agreement, to
manage the investment and reinvestment of the assets of the Funds. The
Sub-adviser will be an independent contractor and will have no authority to act
for or represent any Trust, any Fund or the Adviser in any way except as
expressly authorized in this Agreement or another writing by the applicable
Trust or the Adviser. The Sub-adviser and the Adviser are currently affiliates
under the common control of Manulife Financial Corporation.
2. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUSTS AND THE FUNDS
a. Subject always to the direction and control of the Trustees of each Trust,
the Sub-adviser shall have investment discretion over the assets of each
Fund and will manage the investments and determine the composition of these
assets in accordance with the applicable Trust's registration statement, as
amended. In fulfilling its obligations to manage the investments and
reinvestments of the assets of each Fund, the Sub-adviser will:
i. obtain and evaluate pertinent economic, statistical, financial and
other information affecting the economy generally and individual
companies or industries the securities of which are included in a
Fund's portfolio or are under consideration for inclusion in a Fund's
portfolio;
ii. formulate and implement a continuous investment program for each Fund
that is consistent with the investment objectives and related
investment policies for such Fund as described in the applicable
Trust's registration statement, as amended, copies of which shall be
furnished to the Sub-adviser promptly upon amendment;
iii. take whatever steps are necessary to implement these investment
programs by the purchase and sale of securities, including the placing
of orders for such purchases and sales;
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iv. regularly report to the Trustees of each Trust and to the Adviser with
respect to the implementation of these investment programs; and
v. provide assistance to each Trust's custodian regarding the fair value
of securities held by each Fund for which market quotations are not
readily available.
b. The Sub-adviser, at its expense, will furnish all necessary investment and
management facilities, including salaries of personnel required for it to
execute its duties faithfully.
c. The Sub-adviser will select brokers and dealers to effect all transactions
subject to the following conditions: The Sub-adviser will place all
necessary orders with brokers, dealers, or issuers and will negotiate
brokerage commissions, if applicable. The Sub-adviser is directed at all
times to seek to execute brokerage transactions for each Fund in accordance
with such policies or practices as may be established by the Trustees and
described in the applicable Trust's registration statement, as amended, and
consistent with its fiduciary obligation to seek best execution. Subject to
policies established from time to time by the Board of Trustees of the
Trusts, the Sub-adviser may pay a broker-dealer which provides research and
brokerage services a higher spread or commission for a particular
transaction than otherwise might have been charged by another broker-dealer
if the Sub-adviser determines that the higher spread or commission is
reasonable in relation to the value of the brokerage and research services
that such broker-dealer provides, viewed in terms of either the particular
transaction or the Sub-adviser's overall responsibilities with respect to
accounts managed by the Sub-adviser. The Sub-adviser may use for the
benefit of the Sub-adviser's other clients, or make available to companies
affiliated with the Sub-adviser or to its directors for the benefit of
their clients, any such brokerage and research services that the
Sub-adviser obtains from brokers or dealers.
d. On occasions when the Sub-adviser deems the purchase or sale of a security
to be in the best interest of a Fund as well as other clients of the
Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-adviser in
the manner the Sub-adviser considers to be the most equitable and
consistent with its fiduciary obligations to each Fund and to its other
clients.
e. The Sub-adviser will maintain all accounts, books and records with respect
to each Fund as are required of an investment sub-adviser of a registered
investment company pursuant to the Investment Company Act of 1940, as
amended (the "Investment Company Act") and Investment Advisers Act of 1940,
as amended (the "Investment Advisers Act") and the rules thereunder.
f. The Sub-adviser shall vote proxies relating to each Fund's investment
securities in accordance with the applicable Trust's proxy voting policies
and procedures, which provide that the Sub-adviser shall vote all proxies
relating to securities held by a Fund and, subject to the applicable
Trust's policies and procedures, shall use proxy voting policies and
procedures adopted by the Sub-adviser in conformance with Rule 206(4)-6
under the Investment Advisers Act. The Sub-adviser shall review its proxy
voting activities on a periodic basis with the Trustees and with the
Adviser.
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3. COMPENSATION OF SUB-ADVISER
The Adviser will pay the Sub-adviser with respect to each Fund the
compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUB-ADVISER
Neither the Sub-adviser nor any of its directors, officers or employees
shall be liable to the Adviser or any Trust or Fund for any error of judgment or
mistake of law or for any loss suffered by the Adviser, Trust or Fund in
connection with the matters to which this Agreement relates, except for losses
resulting from willful misfeasance, bad faith or gross negligence in the
performance of, or from the reckless disregard of, the duties of the Sub-adviser
or any of its directors.
5. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents, members and shareholders
of the Trusts are or may be interested in the Sub-adviser as trustees, officers,
partners, shareholders, members or otherwise; that employees, agents,
shareholders, members and partners of the Sub-adviser are or may be interested
in a Trust as trustees, officers, shareholders, members or otherwise; that the
Sub-adviser may be interested in the Trusts; and that the existence of any such
dual interest shall not affect the validity hereof or of any transactions
hereunder, except as otherwise provided in the Agreement and Declaration of
Trust of the applicable Trust and the limited liability company agreement of the
Sub-adviser, respectively, or by specific provision of applicable law.
6. REGULATION
The Sub-adviser shall comply with all applicable laws and regulations in
providing the services contemplated hereunder. Without limiting the foregoing,
the Sub-adviser shall provide all information reasonably requested of it by the
Board of Trustees of the Trusts in accordance with its duty to do so under
Section 15(c) of the Investment Company Act and the Sub-adviser shall submit to
all regulatory and administrative bodies having jurisdiction over the services
provided pursuant to this Agreement any information, reports or other material
which any such body, by reason of this Agreement, may request or require
pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each Fund on the
later of (i) its execution, (ii) the date of the meeting of the Board of
Trustees of the applicable Trust, at which meeting this Agreement is approved as
described below and (iii) immediately following the close of business on
December 31, 2005. The Agreement will continue in effect with respect to a Fund
for a period more than two years from its effective date only so long as such
continuance is specifically approved at least annually either by the Trustees of
the applicable Trust or by a majority of the outstanding voting securities of
the applicable Fund, provided that in either event such continuance shall also
be approved by the vote of a majority of the Trustees of the applicable Trust
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who are not interested persons (as defined in the Investment Company Act) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval. Any required shareholder approval of the Agreement or
of any continuance of the Agreement shall be effective with respect to any Fund
if a majority of the outstanding voting securities of the series (as defined in
Rule 18f-2(h) under the Investment Company Act) of shares of that Fund votes to
approve the Agreement or its continuance, notwithstanding that the Agreement or
its continuance may not have been approved by a majority of the outstanding
voting securities of any other Fund affected by the Agreement.
If any required shareholder approval of this Agreement or any continuance
of the Agreement is not obtained, the Sub-adviser will continue to act as
investment sub-adviser with respect to such Fund pending the required approval
of the Agreement or its continuance or of a new contract with the Sub-adviser or
a different adviser or sub-adviser or other definitive action; provided, that
the compensation received by the Sub-adviser in respect of such Fund during such
period is in compliance with Rule 15a-4 under the Investment Company Act.
This Agreement may be terminated at any time, without the payment of any
penalty, as to a Fund by the Trustees of the applicable Trust or by the vote of
a majority of the outstanding voting securities of the applicable Fund, on sixty
days' written notice to the Adviser and the Sub-adviser, or by the Adviser or
Sub-adviser on sixty days' written notice to the applicable Trust and the other
party. This Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act) or in the event the advisory agreement between the Adviser and the
applicable Trust terminates for any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUB-ADVISER
The Sub-adviser will promptly notify the Adviser and the Trusts in writing
of the occurrence of any of the following events:
a. the Sub-adviser fails to be registered as an investment adviser under the
Investment Advisers Act or under the laws of any jurisdiction in which the
Sub-adviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement;
b. the Sub-adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of any Trust; and
c. any change in actual control or management of the Sub-adviser or the
portfolio manager of any Fund.
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised each Trust's Board of Trustees,
that the Sub-adviser now acts, or may in the future act, as an investment
adviser to fiduciary and other managed accounts and as investment adviser or
sub-adviser to other investment companies. Further, the Adviser understands, and
has advised each Trust's Board of Trustees, that the Sub-adviser and its
affiliates may give advice and take action for other accounts, including
investment companies, which differs from advice given or the timing or nature of
action taken for a Fund. The Sub-adviser is not obligated to initiate
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transactions for a Fund in any security that the Sub-adviser, its partners,
affiliates or employees may purchase or sell for their own accounts or other
clients.
10. CONSULTATION WITH OTHER SUB-ADVISERS
As required by Rule 17a-10 under the Investment Company Act, the
Sub-adviser is prohibited from consulting with the entities listed below
concerning transactions for a Fund in securities or other assets:
1. other sub-advisers to the Fund
2. other sub-advisers to any other Fund
3. other sub-advisers to a Fund under common control with such Fund
provided, however, the Sub-adviser may consult with any entity listed above that
is an affiliate of the Sub-adviser.
11. ONGOING RESPONSIBILITIES OF THE ADVISER
The Adviser understands, and has advised the Trustees of the Trusts, that
during the term of this Agreement the Adviser shall retain responsibility for
(i) providing the services set forth in Section 2 of this Agreement to the
Trusts in the event the Sub-adviser fails, for whatever reason, to provide such
services and (ii) ensuring that the services provided by the Sub-adviser to the
Trusts pursuant to this Agreement are rendered in a manner such that the nature
and quality of such services are at least comparable to the nature and quality
of the investment advisory services heretofore rendered to the Trusts by the
Adviser. Nothing in this Agreement is intended to limit or terminate the
Adviser's responsibilities under the Advisory Agreement, which obligations,
including the indemnification provisions thereof, shall remain in full force and
effect.
12. AMENDMENTS TO THE AGREEMENT
This Agreement (with the exception of Appendix A, which may be amended by
the Adviser and the Sub-adviser from time to time) may be amended by the parties
hereto only if such amendment is specifically approved by the vote of a majority
of the Trustees of each affected Trust and by the vote of a majority of the
Trustees of each affected Trust who are not interested persons of any party to
this Agreement cast in person at a meeting called for the purpose of voting on
such approval. Any required shareholder approval shall be effective with respect
to any Fund if a majority of the outstanding voting securities of that Fund
votes to approve the amendment, notwithstanding that the amendment may not have
been approved by a majority of the outstanding voting securities of (a) any
other Fund affected by the amendment or (b) all the Funds of the applicable
Trust. No amendment shall be effective unless it is in writing and signed by all
parties hereto.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
14. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
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15. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the affected Trusts or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
16. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, this Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
17. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
18. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust of each Trust, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of The Commonwealth of Massachusetts, provides that the
name of the applicable Trust refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim, in connection with the affairs of the
Trust or any Fund thereof, but only the assets belonging to the Trust, or to the
particular Fund with respect to which such obligation or claim arose, shall be
liable.
19. CONFIDENTIALITY OF FUND HOLDINGS
The Sub-adviser agrees to treat the portfolio security positions of each
Fund as confidential information in accordance with the applicable Trust's
"Policy Regarding Disclosure of Fund Holdings," as such policy may be amended
from time to time, and to prohibit its employees from trading on any such
confidential information. The policy and any such amendment shall not be binding
upon the Sub-adviser until a copy has been provided to the Sub-adviser.
20. COMPLIANCE
Upon execution of this Agreement, the Sub-adviser shall provide the Adviser
and the Trusts with the Sub-adviser's written policies and procedures
("Compliance Policies") as required by Rule 206(4)-7 under the Investment
Advisers Act. Throughout the term of this Agreement, the Sub-adviser shall
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promptly submit to the affected Trust and the Adviser: (i) any material changes
to the Compliance Policies, (ii) notification of the commencement of any
regulatory examination of the Sub-adviser and documentation describing the
results of any such examination and of any periodic testing of the Compliance
Policies, and (iii) notification of any material compliance matter that relates
to the services provided by the Sub-adviser to any Trust, including but not
limited to any material violation of the Compliance Policies or of the
Sub-adviser's code of ethics. Throughout the term of this Agreement, the
Sub-adviser shall provide the Adviser and the Trust with any certifications,
information and access to personnel and resources (including those resources
that will permit testing of the Compliance Policies by the Adviser) that the
Trust and/or the Adviser may reasonably request to enable the Trusts to comply
with Rule 38a-1 under the Investment Company Act.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
XXXX XXXXXXX ADVISERS, LLC
By:
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
SOVEREIGN ASSET MANAGEMENT LLC
By:
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Chief Operating Officer
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
XXXX XXXXXXX CURRENT INTEREST
on behalf of
Xxxx Xxxxxxx Money Market Fund
Xxxx Xxxxxxx U.S. Government Cash Reserve
XXXX XXXXXXX SOVEREIGN BOND FUND
on behalf of
Xxxx Xxxxxxx Xxxx Fund
XXXX XXXXXXX STRATEGIC SERIES
on behalf of
Xxxx Xxxxxxx Strategic Income Fund
XXXX XXXXXXX XXXX TRUST
on behalf of
Xxxx Xxxxxxx Government Income Fund
Xxxx Xxxxxxx High Yield Fund
Xxxx Xxxxxxx Investment Grade Bond Fund
XXXX XXXXXXX TAX-EXEMPT SERIES FUND
on behalf of
Xxxx Xxxxxxx Massachusetts Tax-Free Income Fund
Xxxx Xxxxxxx New York Tax-Free Income Fund
XXXX XXXXXXX CALIFORNIA TAX-FREE INCOME FUND
XXXX XXXXXXX MUNICIPAL SERIES TRUST
on behalf of
Xxxx Xxxxxxx High Yield Municipal Bond Fund
Xxxx Xxxxxxx Tax-Free Bond Fund
XXXX XXXXXXX EQUITY TRUST
on behalf of
Xxxx Xxxxxxx Growth Trends Fund
Xxxx Xxxxxxx Technology Leaders Fund
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XXXX XXXXXXX INVESTMENT TRUST II
on behalf of
Xxxx Xxxxxxx Financial Industries Fund
Xxxx Xxxxxxx Regional Bank Fund
Xxxx Xxxxxxx Small Cap Equity Fund
XXXX XXXXXXX INVESTMENT TRUST III
on behalf of
Xxxx Xxxxxxx Mid Cap Growth Fund
XXXX XXXXXXX WORLD FUND
on behalf of
Xxxx Xxxxxxx Health Sciences Fund
XXXX XXXXXXX SERIES TRUST
on behalf of
Xxxx Xxxxxxx Focused Equity Fund
Xxxx Xxxxxxx Mid Cap Equity Fund
Xxxx Xxxxxxx Multi Cap Growth Fund
Xxxx Xxxxxxx Real Estate Fund
Xxxx Xxxxxxx Small Cap Growth Fund
Xxxx Xxxxxxx Technology Fund
XXXX XXXXXXX INVESTMENT TRUST
on behalf of
Xxxx Xxxxxxx Balanced Fund
Xxxx Xxxxxxx Large Cap Equity Fund
Xxxx Xxxxxxx Large Cap Intrinsic Value Fund
Xxxx Xxxxxxx Small Cap Intrinsic Value Fund
Xxxx Xxxxxxx Sovereign Investors Fund
XXXX XXXXXXX PATRIOT PREFERRED DIVIDEND FUND
XXXX XXXXXXX PREFERRED INCOME FUND III
XXXX XXXXXXX PATRIOT SELECT DIVIDEND TRUST
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XXXX XXXXXXX PATRIOT GLOBAL DIVIDEND FUND
XXXX XXXXXXX PREFERRED INCOME FUND
XXXX XXXXXXX PREFERRED INCOME FUND II
XXXX XXXXXXX PATRIOT PREMIUM DIVIDEND FUND I
XXXX XXXXXXX BANK AND THRIFT OPPORTUNITY FUND
XXXX XXXXXXX PATRIOT PREMIUM DIVIDEND FUND II
XXXX XXXXXXX INCOME SECURITIES TRUST
XXXX XXXXXXX INVESTORS TRUST
XXXX XXXXXXX TAX-ADVANTAGED DIVIDEND INCOME FUND
Executed on behalf of each Trust and its
relevant Series referenced above:
By:
Name: Xxxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
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APPENDIX A
The Sub-adviser shall serve as investment sub-adviser for each Fund listed
below. The Adviser will pay the Sub-adviser, as full compensation for all
services provided under this Agreement with respect to each Fund, the fee
computed separately for such Fund at an annual rate as follows (the "Sub-adviser
Fee"):
Trust and Fund Percentage of Average Daily
Net Assets
(See attachment to Appendix A)
The Sub-adviser Fee for each Fund shall be accrued for each calendar day,
and the sum of the daily fee accruals shall be paid monthly to the Sub-adviser
within 30 calendar days of the end of each month. The daily fee accruals will be
computed by multiplying the fraction of one over the number of calendar days in
the year by the applicable Sub-adviser Fee, and multiplying this product by the
net assets of the Fund. The Adviser shall provide the Sub-adviser with such
information as the Sub-adviser may reasonably request supporting the calculation
of the fees paid to it hereunder. Fees shall be paid either by wire transfer or
check, as directed by the Sub-adviser.
If, with respect to any Fund, this Agreement becomes effective or
terminates, or if the manner of determining the applicable Sub-adviser Fee
changes, before the end of any month, the fee (if any) for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination or from the beginning of such month to the date of such
change, as the case may be, shall be pro rated according to the proportion which
such period bears to the full month in which such effectiveness or termination
or change occurs.
A-1
