Exhibit (d)(2)
SUBADVISORY AGREEMENT
AGREEMENT made as of the 11th day of June, 2001, between Zurich Xxxxxxx
Investments, Inc., a Delaware corporation (hereinafter called the "Manager"),
and Xxxxxxxx Associates LLC, a Delaware limited liability company (hereinafter
called the "Subadviser").
WITNESSETH:
WHEREAS, Xxxxxxx Focus Value Plus Growth Fund (the "Trust") is organized as
a Massachusetts business trust and is registered as an investment company under
the Investment Company Act of 1940 (the "Investment Company Act"); and
WHEREAS, the Board of Trustees of the Trust (the "Board" and its members,
the "Trustees") is authorized to issue the Trust's shares of beneficial interest
in separate series, or funds, and has authorized Xxxxxxx Focus Value Plus Growth
Fund (the "Fund"); and
WHEREAS, the Manager acts as manager for the Fund pursuant to an Investment
Management Agreement between the Manager and the Trust, on behalf of the Fund,
dated September 7, 1998, and is responsible for the day-to-day management and
overall administration of the Fund; and
WHEREAS, the Manager desires to utilize the services of the Subadviser to
provide subadvisory services with respect to those assets of the Fund that the
Manager from time to time determines to assign to the Subadviser (those assets
being referred to as the "Fund Account"); and
WHEREAS, the Subadviser is willing to perform such services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
it is agreed as follows:
1. The Subadviser's Services. The Subadviser shall serve the Manager as
investment counsel with respect to the Fund Account.
The Subadviser is hereby authorized and directed and hereby agrees, subject
to the stated investment policies and restrictions of the Fund as set forth in
the current Prospectus and Statement of Additional Information of the Trust
relating to the Fund (including amendments), and in accordance with the
Declaration of Trust and By-laws of the Trust, as both may be amended from time
to time, governing the offering of its shares and subject to such resolutions,
policies and procedures as from time to time may be adopted by the Board and
furnished to the Subadviser, and in accordance with the instructions and
procedures of the Manager furnished to the Subadviser, to develop, recommend and
implement such investment program and strategy for the Fund Account, to provide
research and analysis relative to the investment program and securities and
other investments ("investments") of the Fund Account, to determine what
investments should be purchased, sold and loaned by the Fund Account and to
monitor on a continuing basis the performance of the investments of the Fund
Account. In addition, the Subadviser shall place orders for the purchase and
sale of investments for the Fund Account and, subject to the provisions of the
following paragraph, shall take reasonable steps to assure that those portfolio
transactions are effected subject to the best execution available under the
circumstances. The Subadviser shall advise the Fund's custodian ("Custodian")
and the Manager on a prompt basis of each purchase and sale of an investment for
the Fund Account specifying the name of the issuer, the CUSIP number (if
available), the description and amount (or number of shares) of the investment
purchased, the market price, commission and gross or net price, trade date,
settlement date and identity of the effecting broker or dealer. From time to
time as the Board or the Manager may reasonably request, the Subadviser shall
furnish to the Manager, the Trust's officers and to each of the Trustees reports
on portfolio transactions and reports on assets held in the Fund Account, all in
such detail as the Trust or the Manager may reasonably request. The Subadviser
shall also inform the Manager, the Trust's officers and the Board on a current
basis of changes in investment strategy or tactics or any other developments
materially affecting the Fund Account. The Subadviser shall make its officers
and employees available to meet with the Manager, the Trust's officers and the
Board at least quarterly on due notice and at such other times as may be
mutually agreeable, to review the investments and investment performance of the
Fund Account in the light of the Fund's investment objectives and policies and
market conditions.
It shall be the duty of the Subadviser to furnish to the Trustees such
information as may reasonably be requested in order for the Board to evaluate
this Agreement or any proposed amendments thereto for the purposes of casting a
vote pursuant to Section 9 hereof.
In the performance of its duties hereunder, the Subadviser is and shall be
an independent contractor and except as otherwise expressly provided herein or
otherwise authorized in writing, shall have no authority to act for or represent
the Trust, the Fund or the Manager in any way or otherwise be deemed to be an
agent of the Trust, the Fund or the Manager.
In furnishing the services under this Agreement, the Subadviser shall
comply with the requirements of the Investment Company Act and of the Investment
Advisers Act of 1940 ("Advisers Act") applicable to it, the regulations
promulgated thereunder, and all other applicable laws and regulations. The
Subadviser shall immediately notify the Manager and the Trust in the event that
the Subadviser: (1) becomes subject to a statutory disqualification that
prevents the Subadviser from serving as an investment adviser pursuant to this
Agreement; or (2) is or expects to become the subject of an administrative
proceeding or enforcement action by the Securities and Exchange Commission
("SEC") or other regulatory authority (including, without limitation, any
self-regulatory organization). The Subadviser shall immediately forward, upon
receipt, to the Manager any correspondence from the SEC or other regulatory
authority that relates to the Fund.
The Subadviser's primary consideration in effecting a security transaction
shall be to obtain the best execution under the circumstances for the Fund
Account, taking into account the factors specified in the Prospectus and
Statement of Additional Information of the Trust relating to the Fund. Subject
to such policies as the Board may determine and consistent with Section
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28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of its having caused the Fund Account to pay a
broker-dealer for effecting a portfolio investment transaction an amount of
commission in excess of the amount of commission another broker-dealer would
have charged for effecting that transaction, if the Subadviser determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker-dealer
viewed in terms of either that particular transaction or its overall
responsibilities with respect to the accounts as to which it exercises
investment discretion. The Subadviser shall provide such reports as the Board or
the Manager may request with respect to the Fund Account's brokerage and the
manner in which that brokerage was allocated.
The Fund Account assets shall be maintained in the custody of the
Custodian (who shall be identified by the Manager in writing). The Subadviser
shall not have custody of any securities, cash or other assets contained in the
Fund Account and shall not be liable for any loss resulting from any act or
omission of the Custodian other than acts or omissions arising in reliance on
instructions of the Subadviser. The Subadviser shall promptly notify the Manager
if the Subadviser becomes an affiliated person of the Custodian.
2. Delivery of Documents to the Subadviser. The Manager shall furnish to
the Subadviser copies of each of the following documents:
(a) The Declaration of Trust of the Trust as in effect on the date
hereof;
(b) The By-laws of the Trust in effect on the date hereof;
(c) The resolutions of the Board approving the engagement of the
Subadviser as subadviser for the Fund Account and approving the form
of this agreement;
(d) The resolutions of the Board selecting the Manager as investment
manager to the Fund and approving the form of the Investment
Management Agreement with the Trust, on behalf of the Fund;
(e) The Investment Management Agreement with the Trust, on behalf of
the Fund;
(f) The Code of Ethics of the Trust and of the Manager as currently
in effect;
(g) Current copies of the Prospectus and Statement of Additional
Information of the Trust relating to the Fund;
(h) Resolutions, policies and procedures adopted by the Board in
respect of the management or operation of the Fund; and
(i) A schedule of the investments and other assets that will
initially comprise the Fund Account.
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The Manager shall furnish the Subadviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing, if any. Such amendments or supplements as to Items
(a) though (h) above shall be provided within 30 days of the time such materials
became available to the Manager and, until so provided, the Subadviser may
continue to rely on those documents previously provided.
During the term of this Agreement, the Manager also shall furnish to
the Subadviser prior to use thereof copies of all Trust documents, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders or the public that refer in any way to
the Subadviser, and shall not use such material if the Subadviser reasonably
objects in writing within five business days (or such other time period as may
be mutually agreed) after receipt thereof. However, the Manager and the
Subadviser may mutually agree that certain of the above-mentioned documents do
not need to be furnished to the Subadviser prior to the document's use.
In the event of termination of this Agreement, the Manager shall
continue to furnish to the Subadviser copies of any of the above-mentioned
materials that refer in any way to the Subadviser. The Manager shall furnish or
otherwise make available to the Subadviser such other information relating to
the business affairs of the Trust as the Subadviser at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.
3. Delivery of Documents to the Manager. The Subadviser shall furnish the
Manager with copies of each of the following documents:
(a) The Subadviser's most recent balance sheet;
(b) Separate lists of persons whom the Subadviser wishes to have
authorized to give written and/or oral instructions to the Custodian
and the fund accounting agent of Trust assets;
(c) The Code of Ethics of the Subadviser as currently in effect; and
(d) Any compliance policies, trading, commission and other reports,
confirmation of Subadviser's insurance coverage (in form and substance
satisfactory to the Manager), and such other management or operational
documents as the Manager may reasonably request in writing (on behalf
of itself or the Board) in assessing the Subadviser.
The Subadviser maintains a written Code of Ethics that complies with
the requirements of Rule 17j-1 under the Investment Company Act, as amended. The
Subadviser certifies that it has adopted procedures reasonably necessary to
prevent its "access persons," as such term is defined in rule 17-1, from
violating the Code of Ethics. The Subadviser shall notify the Board upon the
adoption of any material change to its Code of Ethics so that the Board,
including a majority of the Trustees who are not interested persons of the
Trust, may approve such change not later than six months after its adoption by
the Subadviser, as required by rule 17j-1. The Subadviser also shall provide the
Trust with a copy of any amendments to its Code of Ethics that do not represent
a material change to such Code. Within 45 days of the end of each year while
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this Agreement is in effect (or more frequently if required by Rule 17j-1 or as
the Trust may reasonably request), the Subadviser shall provide the Board with a
written report that, as required by rule 17j-1: (1) describes any issue arising
under the Subadviser's Code of Ethics or procedures since the last report to the
Board, including, but not limited to, information about material violations of
the Code or procedures and sanctions imposed in response to the material
violations, and (2) certifies that the Subadviser has adopted procedures
reasonably necessary to prevent its access persons from violating its Code of
Ethics. Upon the written request of the Trust, the Subadviser shall permit the
Trust to examine the reports to be made by the Subadviser under Rule 17j-1(d)
and the records the Subadviser maintains pursuant to Rule 17j-1(f).
The Subadviser shall furnish the Manager from time to time with copies,
properly certified or otherwise authenticated, of all material amendments of or
supplements to the foregoing, if any. Additionally, the Subadviser shall provide
to the Manager such other documents relating to its services under this
Agreement as the Manager may reasonably request on a periodic basis. Such
amendments or supplements as to items (a) through (c) above shall be provided
within 30 days of the time such materials became available to the Subadviser.
The Subadviser shall promptly notify the Manager of any transaction or
other event that results in an "assignment" of this Agreement within the meaning
of the Investment Company Act. In addition, the Subadviser shall promptly
complete and return to the Manager or the Trust any compliance questionnaires or
other inquiries submitted to the Subadviser in writing.
4. Other Agreements, etc. It is understood that any of the shareholders,
the Trustees, officers and employees of the Trust or the Fund may be a
shareholder, director, officer or employee of, or be otherwise interested in,
the Subadviser, any interested person of the Subadviser, any organization in
which the Subadviser may have an interest or any organization which may have an
interest in the Subadviser, and that any such interested person or any such
organization may have an interest in the Trust or the Fund. It is also
understood that the Subadviser, the Manager and the Trust may have advisory,
management, service or other contracts with other individuals or entities, and
may have other interests and businesses. On occasions when the Subadviser deems
the purchase or sale of a security for the Fund Account to be in the best
interest of the Fund, as well as other clients of the Subadviser, the
Subadviser, to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the investments to be sold or
purchased in order to obtain best execution under the circumstances. In such
event, allocation of the investments so purchased or sold, as well as the
expenses incurred in the transactions, shall be made by the Subadviser in the
manner the Subadviser considers to be most equitable and consistent with its
fiduciary obligations to the Fund and to such other clients. Nothing in this
Agreement shall impose upon the Subadviser any obligation to purchase or sell
for the Fund Account, or recommend for purchase or sale, by the Fund Account any
investment which it or its officers, directors, affiliates or employees may
purchase or sell for the Subadviser or such officer's, director's, affiliate's
or employee's own accounts or for the account of any of the Subadviser's
clients, advisory or otherwise.
The Subadviser may give advice and take action with respect to other
funds or clients, or for its own account, that may differ, from the advice or
the timing or nature of action taken with respect to the Fund Account.
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Nothing in this Agreement shall be implied to prevent (1) the Manager
from engaging other subadvisers to provide investment advice and other services
in relation to assets of the Fund, or other series of the Trust, for which the
Subadviser does not provide such services, or to prevent the Manager from
providing such services itself in relation to such assets or series; or (2) the
Subadviser from providing investment advice and other services to other funds or
clients.
5. Fees, Expenses and Other Charges.
--------------------------------
(a) For its services hereunder, the Subadviser shall be paid a
management fee by the Manager according to the fee schedule attached
hereto as Schedule A.
(b) The Subadviser, at its expense, shall furnish all necessary
investment facilities, including salaries of personnel required for it
to execute its duties under this Agreement.
6. Confidential Treatment. It is understood that any information or
recommendation supplied by the Subadviser in connection with the performance of
its obligations hereunder is to be regarded as confidential and for use only by
the Manager, the Trust or such persons as the Manager may designate in
connection with the Fund. It is also understood that any information supplied to
the Subadviser in connection with the performance of its obligations hereunder,
particularly, but not limited to, any list of investments which, on a temporary
basis, may not be bought or sold for the Fund, is to be regarded as confidential
and for use only by the Subadviser in connection with its obligation to provide
investment advice and other services to the Fund.
The Subadviser shall maintain and enforce adequate security procedures
with respect to all materials, records, documents and data relating to any of
its responsibilities pursuant to this Agreement including all means for the
effecting of investment transactions.
7. Representations and Covenants of the Parties. The Subadviser hereby
acknowledges that it is registered as an investment adviser under the Advisers
Act and that neither it nor any affiliated person of it, as such term is defined
in Section 2(a)(3) of the Investment Company Act ("affiliated person"), is
subject to any disqualification that would make the Subadviser unable to serve
as an investment adviser to a registered investment company under Section 9 of
the Investment Company Act. The Manager and the Subadviser acknowledge that the
Fund Account represents only a portion of the Fund and that the Subadviser shall
not be responsible for ensuring that the Fund as a whole is managed in a manner
that complies with applicable rules and regulations of the SEC and Subchapter M
of the Internal Revenue Code. The Subadviser covenants that it shall carry out
appropriate compliance procedures necessary to the operation of the Fund as the
Subadviser and the Manager may agree including, if requested by the Manager,
managing the Fund Account as if it were a separate investment company for
purposes of determining compliance with the rules and regulations of the SEC,
the Fund's investment policies and restrictions, and the Fund's qualification as
a registered investment company under Subchapter M of the Internal Revenue Code.
The Subadviser also covenants that it shall cooperate with the Manager's (or its
designee's) personnel to ensure that the Fund is in conformity with such rules
and regulations, investment policies and restrictions and Subchapter M,
including providing such information concerning the purchase or sale of
investments on behalf of the Fund Account as the Manager may request.
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8. Reports by the Subadviser and Records of the Fund. The Subadviser shall
furnish the Manager monthly, quarterly and annual reports concerning
transactions and performance of the Fund Account, including information required
to be disclosed in the Trust's registration statement, in such form as may be
mutually agreed, to review the Fund Account and discuss the management of it. If
requested by the Manager, the Subadviser shall also furnish the Manager
quarterly compliance certifications. The Subadviser shall permit its financial
statements, books and records with respect to the Trust to be inspected and
audited by the Trust, the Manager or their agents at all reasonable times during
normal business hours. The Subadviser shall immediately notify and forward to
both the Manager and legal counsel for the Fund any legal process served upon it
on behalf of the Manager or the Trust. The Subadviser shall promptly notify the
Manager of any changes in any information concerning the Subadviser of which the
Subadviser becomes aware that would be required to be disclosed in the Trust's
registration statement.
In compliance with the requirements of Rule 31a-3 under the Investment
Company Act, the Subadviser agrees that all records it maintains with respect to
the Fund Account are the property of the Trust and further agrees to surrender
promptly to the Trust or the Manager any such records upon the Trust's or the
Manager's request. However, Subadviser may retain copies of such records to
comply with the recordkeeping requirements of the Investment Adviser Act and
Investment Company Act. The Subadviser further agrees to maintain for the Trust
the records the Trust is required to maintain under Rule 31a-1(b) insofar as
such records relate to the Fund Account. The Subadviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the Investment Company
Act the records it maintains for the Trust.
9. Continuance and Termination. This Agreement shall remain in full force
and effect through September 30, 2001, and is renewable annually thereafter by
specific approval of the Board or by the affirmative vote of a majority of the
outstanding voting securities of the Fund. Any such renewal shall be approved by
the vote of a majority of the Trustees who are not interested persons under the
Investment Company Act, cast in person at a meeting called for the purpose of
voting on such renewal. This Agreement may be terminated without penalty at any
time by the Board, by vote of a majority of the outstanding voting securities of
the Fund, or by the Manager or by the Subadviser upon 60 days written notice.
This Agreement shall automatically terminate in the event of its assignment by
either party to this Agreement, as defined in the Investment Company Act, or
upon termination of the Manager's Investment Management Agreement with the
Trust, on behalf of the Fund. In addition, the Manager or the Trust may
terminate this Agreement upon immediate notice if the Subadviser becomes
statutorily disqualified from performing its duties under this Agreement or
otherwise is legally prohibited from operating as an investment adviser.
10. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, except by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought. No amendment of this Agreement shall be effective until
approved in a manner consistent with the Investment Company Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom, SEC
no-action letter or SEC interpretive guidance.
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11. Voting Rights. The Manager shall be responsible for exercising any
voting rights of any investments of the Fund.
12. Indemnification. The Subadviser agrees to indemnify and hold harmless
the Manager, any affiliated person of the Manager and each person, if any, who,
within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"),
controls ("controlling person") the Manager, against any and all losses, claims
damages, liabilities or litigation (including reasonable legal and other
expenses), to which the Manager or such affiliated person or controlling person
may become subject under the 1933 Act, the Investment Company Act, the Advisers
Act, under any other statute, at common law or otherwise, arising out of the
Subadviser's responsibilities as manager of the Fund Account (1) to the extent
of and as a result of the willful misconduct, bad faith, or gross negligence by
the Subadviser, any of the Subadviser's employees or representatives or any
affiliate of or any person acting on behalf of the Subadviser, or (2) as a
result of any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus and Statement of Additional Information of the Trust
relating to the Fund or any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, if
such a statement or omission was made in reliance upon written information
furnished by the Subadviser to the Manager, the Trust or any affiliated person
of the Manager or the Trust expressly for use in the Trust's registration
statement, or upon verbal information confirmed by the Subadviser in writing
expressly for use in the Trust's registration statement or (3) to the extent of,
and as a result of, the failure of the Subadviser to execute, or cause to be
executed, portfolio transactions according to the standards and requirements of
the Investment Company Act, the Advisers Act and the Securities Exchange Act of
1934.
In no case shall the Subadviser's indemnity in favor of the Manager or
any affiliated person or controlling person of the Manager, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
The Manager agrees to indemnify and hold harmless the Subadviser and
any affiliated person or controlling person of the Subadviser against any and
all losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses), to which the Subadviser or such affiliated person or
controlling person may become subject under the 1933 Act, the Investment Company
Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Manager's responsibilities as investment manager of the Fund
(1) to the extent of and as a result of the willful misconduct, bad faith, or
gross negligence by the Manager, any of the Manager's employees or
representatives or any affiliate of or any person acting on behalf of the
Manager, or (2) as a result of any untrue statement or alleged untrue statement
of a material fact contained in the Prospectus and Statement of Additional
Information of the Trust relating to the Fund or any amendment thereof or any
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
therein not misleading, if such a statement or omission was
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made by the Trust other than in reliance upon written information furnished by
the Subadviser, or any affiliated person of the Subadviser, expressly for use in
the Trust's registration statement or other than upon verbal information
confirmed by the Subadviser in writing expressly for use in the Trust's
registration statement.
In no case shall the Manager's indemnity in favor of the Subadviser or
any affiliated person or controlling person of the Subadviser, or any other
provision of this Agreement, be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
13. Certain Definitions. For the purposes of this Agreement, the "vote of a
majority of the outstanding voting securities of the Fund" means the affirmative
vote, at a duly called and held meeting of shareholders of the Fund, (1) of the
holders of 67% or more of the shares of the Fund present (in person or by proxy)
and entitled to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such meeting are present in
person or by proxy, or (2) of the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "affiliated person,"
"interested person" and "assignment" shall have their respective meanings
defined in the Investment Company Act, and the term "controlling person" shall
have the meaning defined in the 1933 Act, subject, however, to such exemptions
as may be granted by the SEC under such Acts.
14. Notices. All notices or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered or sent by
pre-paid first class letter post to the following addresses or to such other
address as the relevant addressee provides in writing to the others for the
delivery of such notices and communications, and shall be deemed to have been
given at the time of delivery.
If to the Manager: ZURICH XXXXXXX INVESTMENTS, INC.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
If to the Trust: XXXXXXX FOCUS VALUE PLUS GROWTH FUND
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Secretary
If to the Subadviser: XXXXXXXX ASSOCIATES LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx, Executive Vice
President
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15. Instructions. The Subadviser is authorized to honor and act on any
notice, instruction or confirmation given by the Trust or Manager in writing
signed or sent by one of the persons whose names, addresses and specimen
signatures shall be provided by the Trust or Manager from time to time.
16. Law. This Agreement is governed by and shall be construed in accordance
with the laws of the Commonwealth of Massachusetts in a manner not in conflict
with the provisions of the Investment Company Act.
17. Limitation of Liability of the Trust, Trustees, and Shareholders. It is
understood and expressly stipulated that none of the Trustees, officers, agents,
or shareholders of the Trust shall be personally liable hereunder. It is
understood and acknowledged that all persons dealing with the Fund must look
solely to the property of the Fund for the enforcement of any claims against the
Fund as neither the Trustees, officers, agents or shareholders assume any
personal liability for obligations entered into on behalf of the Trust or the
Fund. No series of the Trust shall be liable for the obligations of any other
series.
18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all such
counterparts shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this instrument
to be signed in duplicate on its behalf by the officer designated below
thereunto duly authorized.
ZURICH XXXXXXX INVESTMENTS, INC.
Attest: /s/ Xxxxxxx Xxxx By: /s/ Xxxx X. Xxxxxx
------------------------ -------------------
Name Xxxxxxx Xxxx Name: Xxxx X. Xxxxxx
Title: Vice President Title: Managing Director
XXXXXXXX ASSOCIATES LLC
Attest: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------ ---------------------
Name Xxxxx Xxxxx Name: Xxxxx Xxxxxx
Title: Vice President Title: Executive Vice President
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Schedule A to the Subadvisory Agreement
for Xxxxxxx Focus Value Plus Growth Fund (the "Fund"),
a series of Xxxxxxx Focus Value Plus Growth Fund (the "Trust"),
made as of the 11th day of June, 2001 between
Zurich Xxxxxxx Investments, Inc. ("Manager")
and Xxxxxxxx Associates LLC ("Subadviser")
FEE SCHEDULE
As compensation for its services described herein, the Subadviser shall receive
from the Manager a monthly fee based on a percentage of the combined average
daily net assets of the Fund Account and the Fund Account referred to in the
Subadvisory Agreement made as of the 1st day of May, 2001, between the Manager
and the Subadviser relating to the Xxxxxxx Focus Value+Growth Portfolio of
Xxxxxxx Variable Series II (the "Xxxxxxx Variable Series II Fund Account")
calculated as the product of (a) the monthly fee determined on the basis of the
combined average daily net assets of the Fund Account and the Xxxxxxx Variable
Series II Fund Account as provided in the schedule below, and (b) the quotient
of (i) average daily net assets of the Fund Account for the period in question
divided by (ii) the combined average daily net assets of the Fund Account and of
the Xxxxxxx Variable Series II Fund Account for such period.
Net Assets* Annualized Rate
---------- ---------------
$0 - $100 million 0.45 of 1%
$100 - 500 million 0.40 of 1%
$500 - 1 billion 0.35 of 1%
$1 - 2 billion 0.30 of 1%
$2 billion + 0.25 of 1%
* Combined net assets of the Fund Account and the Xxxxxxx Variable Series II
Fund Account
The "average daily net assets" of the Fund Account and the Xxxxxxx Variable
Series II Fund Account shall be calculated at such time or times as the Board
may determine in accordance with the provisions of the Investment Company Act of
1940. The value of the net assets of the Fund Account and the Xxxxxxx Variable
Series II Fund Account shall always be determined pursuant to the applicable
provisions of the applicable Declaration of Trust and Registration Statement. If
the determination of net asset value does not take place for any particular day,
for the purposes of this Schedule A, the net asset value shall be deemed to be
the net asset value determined as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing computation. If
the Fund determines the value of the net assets of its portfolio more than once
on any day, then the last such determination thereof on that day shall be deemed
to be the sole determination thereof on that day for the purposes of this
Schedule A. Fees are charged monthly in arrears based on one-twelfth of the
annual fee rate. Fees shall be prorated appropriately if the Subadviser does not
perform services pursuant to this Subadvisory Agreement for a full month.
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