AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 30th day of June, 2009, by and between
XXXXXX XXXXXXX INVESTMENT ADVISORS INC., a Delaware corporation
(hereinafter referred to as the ("Investment Adviser"), and
XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY, a corporation
organized under the laws of Singapore (hereinafter referred to
the "Local Manager").
W I T N E S S E T H:
WHEREAS, each investment company, including any portfolio/series
thereof, set forth on Schedule A (each, a "Fund" and, collectively,
the "Funds"), as may be amended from time to time, is engaged in
business as an open-end management investment company and is
registered under the Investment Company Act of 1940, as amended
(hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Investment Adviser and the Local Manager are engaged
principally in rendering investment advisory services and are
registered as investment advisers under the Investment Advisers
Act of 1940, as amended; and
WHEREAS, the Local Manager is the holder of a capital markets
services licence for fund management under the Securities and
Futures Act (Cap. 289) of Singapore or is exempt from licensing
under the Securities and Futures Act (Cap. 289) of Singapore
and is the holder of a financial adviser's licence under the
Financial Advisers Act (Cap. 110) of Singapore or is exempt
from licensing under the Financial Advisers Act (Cap. 110) of
Singapore; and
WHEREAS, the Investment Adviser has entered into an investment
advisory agreement (the "Advisory Agreement") with each Fund
pursuant to which the Investment Adviser provides management
and investment advisory services to the Fund; and
WHEREAS, the Investment Adviser entered into an investment
sub-advisory agreement with the Local Manager with respect to
each Fund, effective as of the effective date set forth in
Schedule A (collectively, the "Current Sub-Advisory Agreements");
and
WHEREAS, as of June 30, 2009, the Current Sub-Advisory Agreements
were amended and restated to combine the Current Sub-Advisory
Agreements into a single Amended and Restated Sub-Advisory
Agreement (this "Agreement") and to make other ministerial changes
designed to facilitate the administration of this Agreement; and
WHEREAS, the Local Manager is willing to provide investment
advisory services to the Investment Adviser in connection with
each Fund's operations on the terms and conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Local Manager and the Investment Adviser
hereby agree as follows:
ARTICLE I
Duties of the Local Manager
The Investment Adviser hereby employs the Local Manager to act as
investment adviser to the Investment Adviser and to furnish the
investment advisory services described below, subject to the broad
supervision of the Investment Adviser and the Board of
Trustees/Directors of each respective Fund (the "Board"), for the
period and on the terms and conditions set forth in this Agreement.
The Local Manager hereby accepts such employment and agrees during
such period, at its own expense, to render, or arrange for the
rendering of, such services and to assume the obligations herein
set forth for the compensation provided for herein. The Local
Manager and its affiliates shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Funds in any way or otherwise be deemed an agent of the Funds.
The Local Manager shall have the right to make unsolicited calls to
the Investment Adviser and shall provide the Investment Adviser with
such investment research, advice and supervision as the latter may
from time to time consider necessary for the proper supervision of
the assets of each Fund; shall furnish continuously an investment
program for each Fund and shall make recommendations from time to
time as to which securities shall be purchased, sold or exchanged
and what portion of the assets of each Fund shall be held in the
various securities in which the Fund invests, options, futures,
options on futures, any other derivative instruments or cash; all
of the foregoing subject always to the restrictions of the
Declaration of Trust or Articles of Incorporation, as applicable,
and By-Laws of each Fund, as they may be amended and/or restated from
time to time, the provisions of the Investment Company Act and the
statements relating to each Fund's investment objective(s),
investment restrictions as the same are set forth in the currently
effective prospectus and statement of additional information relating
to the shares of each Fund under the Securities Act of 1933, as
amended (the "Prospectus" and "Statement of Additional Information,"
respectively). The Local Manager shall make recommendations and
effect transactions with respect to foreign currency matters,
including foreign exchange contracts, foreign currency options,
foreign currency futures and related options on foreign currency
futures and forward foreign currency transactions. The Local
Manager shall also make recommendations or take action as to the
manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the portfolio securities of each
Fund shall be exercised.
The Local Manager will not hold money on behalf of the Investment
Adviser or the Funds, nor will the Local Manager be the registered
holder of the registered investments of the Investment Adviser or
the Funds or be the custodian of documents or other evidence of title.
ARTICLE II
Allocation of Charges and Expenses
The Local Manager assumes and shall pay for maintaining the staff
and personnel necessary to perform its obligations under this
Agreement and shall, at its own expense, provide the office space,
equipment and facilities which it is obligated to provide under
Article I hereof and shall pay all compensation of officers of each
Fund and all Directors and Trustees, as applicable, of each Fund
who are affiliated persons of the Local Manager.
ARTICLE III
Compensation of the Local Manager
For the services rendered, the facilities furnished and expenses
assumed by the Local Manager, the Investment Adviser shall pay to
the Local Manager a fee in an amount to be determined from time to
time by the Investment Adviser and the Local Manager but in no event
in excess of the amount that the Investment Adviser actually received
for providing services to each Fund pursuant to the Advisory
Agreement of such Fund. The fee currently paid by the Investment
Adviser to the Local Manager in respect of each Fund is set forth
on Schedule A, as may be amended from time to time.
ARTICLE IV
Limitation of Liability of the Local Manager
The Local Manager shall not be liable 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 performance of sub-advisory
services rendered with respect to each Fund, 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 hereunder. As used in this Article IV, the Local
Manager shall include any affiliates (as defined in Article V hereto)
of the Local Manager performing services for the Investment Adviser
contemplated hereby and directors, officers and employees of the
Local Manager and such affiliates.
Each Fund shall be severally (and not jointly) liable for its own
fees, costs, expenses and other liabilities attributable to such
Fund, and no Fund shall be responsible for any liabilities in
connection with any other Fund.
ARTICLE V
Activities of the Local Manager
The services of the Local Manager to each Fund are not to be
deemed to be exclusive, the Local Manager and any person
controlled by or under common control with the Local Manager
(for purposes of this Article V referred to as "affiliates")
being free to render services to others. It is understood that
the Board and any officers, employees and shareholders of a Fund
are or may become interested in the Local Manager and its
affiliates, as directors, officers, employees and shareholders or
therwise and that directors, officers, employees and shareholders
of the Local Manager and its affiliates are or may become
similarly interested in a Fund, and that the Local Manager and
directors, officers, employees, partners and shareholders of its
affiliates may become interested in a Fund as shareholders or
otherwise.
ARTICLE VI
Compliance with Applicable Laws and Regulations
The Local Manager shall obtain and at all times maintain and
comply with the terms of all relevant authorisations, licences,
consents, approvals and registrations and comply with all
relevant laws and regulations, necessary for the purpose of
performing any of its duties and obligations under this Agreement.
The Local Manager shall inform the Investment Adviser as soon as
possible if at any time the Local Manager becomes unable to
comply with the terms of or maintain any such authorisations,
licences, consents, approvals or registrations.
ARTICLE VII
Duration and Termination of this Agreement
This Agreement shall become effective with respect to each Fund
for an initial period of up to two years from the effective date
set forth opposite such Fund's name on Schedule A hereto, and
thereafter, but only so long as such continuance is specifically
approved at least annually by (i) the Fund's Board or by the
vote of a majority of the outstanding voting securities of the
Fund and (ii) a majority of those Trustees/Directors of the Fund
who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the
purpose of voting on such approval.
This Agreement may be terminated at any time with respect to a
Fund, without the payment of any penalty, by the Board of that
Fund, Investment Adviser or by vote of a majority of the
outstanding voting securities of such Fund, or by the Local
Manager, on sixty days' written notice to the other party.
This Agreement shall automatically terminate with respect to a
Fund in the event of its assignment or in the event of the
termination of the Advisory Agreement of such Fund. Any
termination shall be without prejudice to the completion of
transactions already initiated.
ARTICLE VIII
Amendments to this Agreement
This Agreement may be amended with respect to a Fund by the
parties only if such amendment is specifically approved by (i)
the Fund's Board or by the vote of a majority of outstanding
voting securities of the Fund and (ii) a majority of those
Trustees/Directors of the Fund who are not parties to this
Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such
approval.
ARTICLE IX
Limited Liability
With respect to all Funds that are organized as Massachusetts
business trusts, as designated on Schedule A, the Declaration
of Trust, together with all amendments thereto establishing
each such Fund (the "Declaration"), is on file in the office
of the Secretary of the Commonwealth of Massachusetts,
provides that the name of such Fund 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 such Fund shall be held to any
personal liability, nor shall resort be had to their private
property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of such Fund, but
such Fund only shall be liable.
ARTICLE X
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting
securities," "assignment," "affiliated person" and "interested
person" used in this Agreement, shall have the respective
meanings specified in the Investment Company Act and the rules
and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange
Commission under the Investment Company Act.
ARTICLE XI
Governing Law
This Agreement shall be construed in accordance with the laws
of the State of New York and the applicable provisions of the
Investment Company Act. To the extent that the applicable
laws of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
XXXXXX XXXXXXX INVESTMENT ADVISORS INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
SCHEDULE A
As of June 18, 2010
All of the Funds referenced below are organized as Massachusetts
business trusts unless otherwise indicated.
Effective Date of Agreement
and any amendments entered
Name of Fund into prior to June 30, 2009 Fee
--------------------- --------------------------- ----------------------------------------
Xxxxxx Xxxxxxx Global Effective Date: 03/29/10 The Fund may have portfolio
Infrastructure Fund managers from one or more
sub-advisers and from the Investment
Adviser. Effective March 29, 2010,
the Investment Adviser will retain
50% of the net advisory fees it
receives from the Fund, after
taking into account any fee waivers.
The remaining 50% will be split
between the Investment Adviser,
the Local Manager and any other
sub-adviser, and paid out on a
monthly basis, based on the relative
percentage of assets under management
of the Fund managed by the Local
Manager, each other sub-adviser and
the Investment Adviser, as may be
determined periodically.
Xxxxxx Xxxxxxx Effective Date: 02/25/09 The Fund may have portfolio managers
International Value from one or more sub-advisers and
Equity Fund from the Investment Adviser.
Effective April 1, 2009, the
Investment Adviser will retain 50%
of the net advisory fees it receives
from the Fund, after taking into
account any fee waivers.
The remaining 50% will be split
between the Investment Adviser,
the Local Manager and any other
sub-adviser, and paid out on a
monthly basis, based on the "total
headcount" of the Fund's portfolio
managers. The "total headcount"
is calculated by considering the
number of portfolio managers from
the Local Manager and each other
sub-adviser and the portfolio managers
of the Investment Adviser relative
to the total number of portfolio
managers for the Fund.
Xxxxxx Xxxxxxx
Select Dimensions
Investment Series:
Global Effective Date: 03/29/10 The Fund may have portfolio managers
Infrastructure from one or more sub-advisers and
Portfolio from the Investment Adviser.
Effective March 29, 2010, the
Investment Adviser will retain 50%
of the net advisory fees it receives
from the Fund, after taking into
account any fee waivers. The remaining
50% will be split between the Investment
Adviser, the Local Manager and any
other sub-adviser, and paid out on a
monthly basis, based on the relative
percentage of assets under management
of the Fund managed by the Local Manager,
each other sub-adviser and the Investment
Adviser, as may be determined
periodically.
Xxxxxx Xxxxxxx
Variable Investment
Series:
Global Effective Date: 03/29/10 The Fund may have portfolio managers
Infrastructure from one or more sub-advisers and
Portfolio from the Investment Adviser.
Effective March 29, 2010, the
Investment Adviser will retain 50% of
the net advisory fees it receives from
the Fund, after taking into account
any fee waivers. The remaining 50%
will be split between the Investment
Adviser, the Local Manager and any
other sub-adviser, and paid out on a
monthly basis, based on the relative
percentage of assets under management
of the Fund managed by the Local Manager,
each other sub-adviser and the Investment
Adviser, as may be determined
periodically.
