EXHIBIT 5(C)(II)
INVESTMENT SUB-ADVISORY CONTRACT
FOR
XXXXXX INSIGHT HEMISPHERE FREE TRADE FUND
WITH
XXXXX XXXXXX INVESTMENT COUNSEL INC.
Xxxxxx Investment Management, Inc., (the "Portfolio Management Agent")
a Delaware corporation registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and Xxxxx Xxxxxx
Investment Counsel Inc., (the "Subadviser"), a Canadian corporation registered
as an investment adviser under the Advisers Act agree as follows:
1. APPOINTMENT OF SUBADVISER. The Portfolio Management Agent appoints
the Subadviser to act as manager of that portion of the assets of the Xxxxxx
Insight Hemisphere Free Trade Fund (the "Fund"), a portfolio of HT Insight
Funds, Inc. doing business as Xxxxxx Insight Funds (the "Company"), allocated by
the Portfolio Management Agent to be invested in Canada, including interest and
dividends thereon and capital accretions or other additions thereto (the
"Canadian Assets"), and the Subadviser accepts that appointment for the period
and on the terms set forth below.
2. SERVICES OF SUBADVISER.
(a) INVESTMENT MANAGEMENT. Subject to the overall control of the Board
of Directors of the Company (the "Board of Directors") and the Portfolio
Management Agent, the Subadviser shall have supervisory responsibility for the
general management and investment of the Canadian Assets in "Canadian Equity
Securities" and "Canadian Fixed Income Securities," as defined from time to time
in the Fund's prospectus giving due consideration to the investment policies and
restrictions, portfolio transaction policies and the other statements concerning
the Fund in the Company's Articles of Incorporation, by-laws and registration
statements under the Investment Company Act of 1940, as amended (the "1940
Act"), and the Securities Act of 1933, as amended (the "1933 Act"), to the
provisions of the 1933 Act and the 1940 Act and rules and regulations
thereunder, to the provisions of the Internal Revenue Code applicable to the
Fund as regulated investment companies and to other applicable law (the
"Investment Policies and Restrictions"). The Subadviser shall not lend or pledge
any of the Canadian Assets without the prior written consent of the Portfolio
Management Agent.
(b) ALLOCATION AMONG COUNTRIES. The Portfolio Management Agent (i) has
the responsibility and authority to allocate and reallocate the portion of the
Fund's assets to be invested in Canada and may from time to time make
withdrawals from or additions to the Canadian Assets; (ii) shall promptly notify
the Subadviser of any such allocation or reallocation; (iii) shall monitor and
evaluate the investment performance of the Subadviser; and (iv) shall monitor
the investment activities of the Subadviser to ensure compliance with the
Investment Policies and Restrictions.
(c) MONITORING SUBADVISER. The Portfolio Management Agent shall monitor
and evaluate the investment performance of the Subadviser; and shall monitor the
investment activities of the Subadviser to ensure compliance with the Investment
Policies and Restrictions.
(d) REPORTS AND INFORMATION. The Subadviser shall furnish to the
Portfolio Management Agent periodic reports on the investment strategy and
performance of the Fund and such additional reports and information as the
Portfolio Management Agent or the Board of Directors or the officers of the
Company may reasonably request.
(e) UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it
will:
(i) At all times be duly registered as an investment adviser
under the Investment Advisers Act of 1940 and be duly registered and qualified
under other securities legislation in each jurisdiction where such registration
or qualification is required, whether as portfolio manager, investment counsel
or such other category as may be required;
(ii) Comply with the 1940 Act and with all applicable rules
and regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by the
Board of Trustees from time to time;
(iii) Select broker-dealers in accordance with guidelines
established by the Board of Directors from time to time and in accordance with
applicable law (consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Subadviser may, in
its discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Subadviser with research advice and other services);
(iv) Maintain books and records with respect to the securities
transactions of the Funds;
(v) Treat confidentially and as proprietary information of the
Company all records and other information relative to the Company or to prior,
present or potential shareholders, and will not use such records or information
for any purpose other than in the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld, (B) when so
requested by the Company, (C) as required by tax authorities or (D) pursuant to
a judicial request, requirement or order, provided that the Subadviser takes
reasonable steps to provide the Company with prior notice in order to allow the
Company to contest such request, requirement or order.
(f) BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Subadviser agrees that all records that it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any of such records upon the Company's
request. The Subadviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
(g) INDEPENDENT CONTRACTOR. The Subadviser shall for all purposes
herein be deemed to be an independent contractor and not an agent of the Company
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Company in any way.
3. UNDERTAKINGS OF PORTFOLIO MANAGEMENT AGENT. The Portfolio Management
Agent will:
(a) Furnish to the Subadviser promptly a copy of each amendment to the
registration statement of the Company under the 1940 Act and the 1933 Act and of
each prospectus and statement of additional information relating to the Fund and
any supplement thereto;
(b) Inform the principal custodian of the Funds (the "Custodian")
(currently PNC Bank, N.A.) of the appointment of the Subadviser as investment
subadviser and portfolio manager of the Funds;
(c) Instruct the Custodian to cooperate with the Subadviser in the
provision of custodial services to the Funds; and
(d) Provide the Subadviser with all information that the Subadviser may
reasonably require insofar as it relates to the custodial arrangements in
connection with this Agreement.
4. EXPENSES BORNE BY SUBADVISER. The Subadviser at its own expense
shall furnish personnel, office space and office facilities and equipment
required to render its services pursuant to this Agreement.
5. COMPENSATION OF SUBADVISER. For the services to be rendered and the
expenses to be assumed and to be paid by the Portfolio Management Agent under
this Agreement, the Portfolio Management Agent shall pay to the Subadviser a
monthly fee, computed and accrued on each day on which the Fund's net asset
value is determined and payable on the first business day of each month, at the
annual rate of 0.375% of the first $25 million of the average net asset value of
the Canadian Assets, 0.325% of the next $25 million of such net asset value,
0.275% of the next $50 million of such net asset value and 0.25% of such net
asset value in excess of $100 million. The fee payable under this Agreement
shall be reduced proportionately during any month in which this Agreement is not
in effect for the entire month.
6. NON-EXCLUSIVITY. The services of the Subadviser to the Company under
this Agreement are not to be deemed exclusive and the Subadviser shall be free
to render similar services to others so long as its services under this
Agreement are not impaired by such other activities.
7. STANDARD OF CARE. Neither the Subadviser, nor any of its directors,
officers, agents or employees shall be liable or responsible to the Company or
its shareholders for any error of judgment, or any loss arising out of any
investment, or for any other act or omission in the performance by the
Subadviser of its duties under this Agreement, except for liability resulting
from willful misfeasance, bad faith or gross negligence on its part or from
reckless disregard of its obligations and duties under this Agreement.
8. INSPECTION. The Portfolio Management Agent (or any authorized agent
of the Portfolio Management Agent as advised in writing to the Subadviser) shall
have a right to audit, inspect and photocopy documents (and remove such
photocopies) relating to investment subadvisory and portfolio management
services performed under this Agreement, during normal business hours of the
Subadviser.
9. AUTHORIZED PERSONS.
(a) The Subadviser is authorized to accept instructions and directions
with respect to this Agreement signed by any one of ______________ of the
Portfolio Management Agent. The Portfolio Management Agent will notify the
Subadviser of any changes in its officers empowered to act under this Agreement.
(b) The Portfolio Management Agent is authorized to accept instructions
and directions with respect to this Agreement signed by any Senior Partner or
Partner of the Subadviser. The Subadviser will notify the Portfolio Management
Agent of any changes in its officers empowered to act under this Agreement.
(c) The Subadviser will advise the Custodian of the names of persons
from whom the Custodian is authorized to accept instructions regarding
investment transactions.
10. USE OF SUBADVISER'S NAME AND MARKS. The Subadviser grants to the
Portfolio Management Agent and the Company the right to use, in marketing,
promotional and advertising materials of the Portfolio Management Agent or the
Company, any registered trademarks, logos or other marks that the Subadviser
uses in advertising and publicizing itself and its services as a portfolio
manager or investment counsel. Any such material shall be subject to the
approval by the Subadviser as to form and content prior to its use by the
Portfolio Management Agent or the Company. The Subadviser consents to the
disclosure, in documents relating to the Fund, of its name as the investment
sub-adviser and portfolio manager of the assets of the Fund.
11. AMENDMENT. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the Directors
of the directors, including a majority of those Directors who are not
"interested persons" of the Company, the Portfolio Management Agent or the
Subadviser and (b) of a "majority of the outstanding shares" of such Fund. The
terms "interested person" and "vote of a majority of the outstanding shares"
shall be construed in accordance with their respective definitions in Sections
2(a)(19) and 2(a)(42) of the 1940 Act and, with respect to the latter term, in
accordance with Rule 18f-2 under the 1940 Act.
12. TERMINATION. This Agreement may be terminated as to any Fund, at
any time, without payment of any penalty, by the Board of Directors, or by a
vote of a majority of the outstanding shares of the Fund, upon at least 60 days'
written notice to the Portfolio Management Agent. This Agreement may be
terminated by the Portfolio Management Agent at any time upon at least 60 days'
written notice to the Company. This Agreement shall terminate automatically in
the event of its "assignment" (as defined in Section 2(a)(4) of the 1940 Act).
Unless terminated as hereinbefore provided, this Agreement shall continue in
effect with respect to the Fund for a period of two years from the date hereof
and thereafter from year to year only so long as such continuance is
specifically approved at least annually (a) by a majority of those Directors who
are not interested persons of the Company, the Portfolio Management Agent or the
Subadviser, voting in person at a meeting called for the purpose of voting on
such approval, and (b) by either the Board of Directors or by a vote of a
majority of the outstanding shares of the Fund.
13. NOTICE. Any notice, demand, change of address or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic medium addressed to the
recipient as follows:
To the Subadviser: Xxxxx Xxxxxx Investment Counsel Inc.
Telephone:
Fax:
To the Portfolio: Xxxxxx Investment Management, Inc.
Management
Agent
Telephone:
Fax:
To the Company: HT Insight Funds, Inc.
Telephone:
Fax:
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.
14. THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the Company, which shall have all rights against the Subadviser as
would pertain to it if this Agreement were directly between the Company and the
Subadviser.
15. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.
16. REFERENCES AND HEADINGS. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as "herein,"
"hereof," and "under this Agreement" shall be deemed to refer to this Agreement
or this Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: April 9, 1996
XXXXXX INVESTMENT MANAGEMENT, INC.
By /s/ W.O. Leszinske
---------------------------
Name: W.O. Leszinske
Title:
ATTEST:
........................................
______________________, Secretary
XXXXX XXXXXX INVESTMENT
COUNSEL INC.
By /s/ X. Xxxxxxx
---------------------------
Name: X. Xxxxxxx
Title:
ATTEST:
.......................................
______________________, Secretary
