XXXX XXXXXXX CAPITAL SERIES
Xxxx Xxxxxxx U.S. Global Leaders Growth Fund
Sub-Investment Management Contract
Dated February 16, 2004
XXXX XXXXXXX ADVISERS, LLC
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXX XXXXXXX CAPITAL SERIES
Xxxx Xxxxxxx U.S. Global Leaders Growth Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Sustainable Growth Advisers, LP
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Sub-Investment Management Contract
Ladies and Gentlemen:
Xxxx Xxxxxxx Capital Series (the "Trust") has been organized as a business
trust under the laws of The Commonwealth of Massachusetts to engage in the
business of an investment company. The Trust's shares of beneficial interest may
be classified into series, each series representing the entire undivided
interest in a separate portfolio of assets. Series may be established or
terminated from time to time by action of the Board of Trustees of the Trust.
The Board of Trustees has established several series of the Trust, including
Xxxx Xxxxxxx U.S. Global Leaders Growth Fund (the "Fund").
The Trustees have selected Xxxx Xxxxxxx Advisers LLC (the "Adviser") to
provide overall investment advice and management for the Fund, and to provide
certain other services, under the terms and conditions provided in the
Investment Management Contract, dated as of the date hereof, between the Trust,
the Fund and the Adviser (the "Investment Management Contract").
The Adviser and the Trustees have selected Sustainable Growth Advisers, LP
(the "Sub-Adviser") to provide the Adviser and the Fund with the advice and
services set forth below, and the Sub-Adviser is willing to provide such advice
and services, subject to the review of the Trustees and overall supervision of
the Adviser, under the terms and conditions set forth in this agreement (the
"Agreement"). The Sub-Adviser hereby represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended (the "Advisers Act"). Accordingly, the Trust, on behalf of the Fund,
and the Adviser agree with the Sub-Adviser as follows:
1. Investment Services. The Sub-Adviser will use its best efforts to
provide to the Fund continuing and suitable investment advice with respect to
investments, consistent with the
investment policies, objectives and restrictions of the Fund as set forth in the
Fund's Prospectus and Statement of Additional Information. In the performance of
the Sub-Adviser's duties hereunder, subject always to the Trust's and the Fund's
organizational documents as amended from time to time and the limitations set
forth in the Registration Statement of the Trust, on behalf of the Fund, as in
effect from time to time under the Securities Act of 1933, as amended (the "1933
Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"), the
Sub-Adviser will, have investment discretion with respect to the Fund. In
performing the Sub-Adviser's obligations hereunder, the Sub-Adviser shall comply
with the provisions of the Declaration of Trust and By-laws, all laws applicable
to the Trust, the Fund or the Sub-Adviser's business, including, but not limited
to, the 1940 Act, Advisers Act, the 1933 Act, the Securities Exchange Act of
1934, as amended (the "1934 Act"), the Commodity Exchange Act and the rules and
regulations promulgated under such statutes and the investment objective,
policies and restrictions of the Fund, as each of the same shall be from time to
time in effect as set forth in the Fund's then current Prospectus and Statement
of Additional Information. The Sub-Adviser shall use its best efforts to cause
the Fund to comply with the requirements of Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company. The Sub-Adviser shall also comply with such policies,
guidelines, procedures and instructions as the Adviser or the Trustees may from
time to time establish and deliver to the Sub-Adviser. No supervisory activity
undertaken by the Adviser shall limit the Sub-Adviser's responsibility for the
foregoing. No reference in this Agreement to the Sub-Adviser's discretionary
authority over the Fund's investments shall in any way limit the right of the
Adviser, in its sole discretion, to establish and revise policies in connection
with the management of the Fund's assets or otherwise exercise its right to
control the overall management of the Fund's assets.
The Sub-Adviser will, at its own expense:
a. furnish the Adviser and the Fund with advice and recommendations,
consistent with the investment policies, objectives and restrictions of the Fund
as set forth in the Fund's Prospectus and Statement of Additional Information,
with respect to the purchase, holding and disposition of portfolio securities;
b. furnish the Adviser and the Fund with advice as to the manner in which
voting rights, subscription rights, rights to consent to corporate action and
any other rights pertaining to the Fund's assets shall be exercised, the Fund
having the responsibility to exercise such voting and other rights;
x. xxxxxxx the Adviser and the Fund with research, economic and statistical
data in connection with the Fund's investments and investment policies, which
are consistent with the past practices of the Sub-Advisor with respect to the
Fund regarding research, economics and statistical data;
d. submit such reports relating to the valuation of the Fund's securities
as the Trustees or the Fund's Valuation Committee may reasonably request and to
monitor daily the value of all securities held by the Fund and in particular the
value of any security that is priced at fair value in accordance with the Fund's
valuation procedures and immediately report to the Adviser any change in such
fair value;
e. from time to time or at any time as reasonably requested by the Adviser
or the Trustees, make reports to the Adviser or the Trust of the Sub-Adviser's
performance of the foregoing services and the compliance by the Fund with
applicable statutory and regulatory requirements relating to the management of
the Fund's assets and the Fund's investment objectives, policies and
restrictions and upon request, which may be without notice, to make the
Sub-Adviser's records (relating to the services hereunder or otherwise),
employees and premises available for compliance audits (relating to any
applicable laws, rules regulations, procedures and/or policies) or interviews
relating to all of any portion of SGA's advisory business, including its
subadvisory relationship with XXX, by the Adviser or the Fund's accountants or
counsel;
f. subject to the supervision of the Adviser, maintain all books and
records with respect to the Fund's securities transactions required by the 1940
Act, and preserve such records for the periods prescribed therefor by the 1940
Act (the Sub-Adviser agrees that such records are the property of the Trust and
copies will be surrendered to the Trust promptly upon request therefor);
g. cooperate with and provide reasonable assistance to the Adviser, the
Fund, the Fund's custodian and foreign sub-custodians, the Fund's pricing agents
and all other agents and representatives of the Fund and the Adviser, furnish
such information with respect to the Fund as they may reasonably request from
time to time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate interfaces
with each so as to promote the efficient exchange of information and compliance
with applicable laws and regulations; and
h. cooperate generally with the Fund and the Adviser to provide information
reasonably requested by the Adviser which is necessary for the preparation of
registration statements and periodic reports to be filed with the Securities and
Exchange Commission ("SEC"), including Form N-1A, periodic statements,
shareholder communications and proxy materials furnished to holders of shares of
the Fund, filings with state "blue sky" authorities and with United States
agencies responsible for tax matters, and other reports and filings of like
nature.
2. Expenses Paid by the Sub-Adviser. The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its obligations
under this Agreement, the expenses of office rent, telephone, telecommunications
and other facilities it is obligated to provide in order to perform the services
specified in Section 1, and any other expenses incurred by it in connection with
the performance of its duties hereunder.
3. Expenses of the Fund Not Paid by the Sub-Adviser. The Sub-Adviser will
not be required to pay any expenses of the Fund which this Agreement does not
expressly make payable by the Sub-Adviser. In particular, and without limiting
the generality of the foregoing but subject to the provisions of Section 2, the
Sub-Adviser will not be required to pay under this Agreement:
a. the compensation and expenses of Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed by the
Trust or the Fund other than through the Sub-Adviser;
b. legal, accounting and auditing fees and expenses of the Trust or the
Fund;
c. the fees and disbursements of custodians and depositories of the Trust
or the Fund's assets, transfer agents, disbursing agents, plan agents and
registrars;
d. taxes and governmental fees assessed against the Trust or the Fund's
assets and payable by the Trust or the Fund;
e. the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Trust or the Fund, except
that the Sub-Adviser shall bear the costs of providing the information referred
to in Section 1(h) to the Adviser;
f. brokers' commissions and underwriting fees; and
g. the expense of periodic calculations of the net asset value of the
shares of the Fund.
4. Compensation of the Sub-Adviser. Subject to Sections 4(b) and (c), for
all services to be rendered, facilities furnished and expenses paid or assumed
by the Sub-Adviser as herein provided
for the Fund, the Adviser will pay the Sub-Adviser monthly, in arrears, a fee
equal on an annual basis to the following percentages of the gross management
fee received by the Adviser from the Fund, which percentages are based on the
Fund's average daily net assets: (a) 35% of the gross management fee received by
the Adviser for average daily net assets less than $500 million; (b) 30% of the
gross management fee received by the Adviser for average daily net assets equal
to $500 million and less than $1 billion; (c) 25% of the gross management fee
received by the Adviser for average daily net assets equal to $1 billion and
less than $1.5 billion; and (d) 20% of the gross management fee received by the
Adviser for average daily net assets equal to or in excess of $1.5 billion. The
"average daily net assets" of the Fund shall be determined on the basis set
forth in the Fund's Prospectus or otherwise consistent with the 1940 Act and the
regulations promulgated thereunder. The Sub-Adviser will receive a pro rata
portion of such fee for any periods in which the Sub-Adviser advises the Fund
less than a full month. The Fund shall not be liable to the Sub-Adviser for the
Sub-Adviser's compensation hereunder. Calculations of the Sub-Adviser's fee will
be based on average net asset values as provided by the Adviser.
In the event that, and each time that, prior to the fifth anniversary of
the effective date of this Agreement (the "Effective Date"), Xxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxxxx or any person designated as a co-portfolio Manager in the
Fund's prospectus (collectively, a "Co-portfolio Manager") ceases employment
with the Sub-Adviser, the month fee paid to the Sub-Adviser shall be reduced by
20% of the fee that the Sub-Adviser would otherwise earn for such monthly period
under this Agreement until the Sub-Adviser retains a new Co-portfolio Manager as
a substitute for the departed portfolio manager. In the event that, and each
time that, prior to the fifth anniversary of the Effective Date, the Sub-Adviser
does not have an analyst reasonably acceptable to the Adviser, supporting the
Co-portfolio Managers in the management of the Fund, the monthly fee paid to the
Sub-Adviser shall be reduced by 10% of the fee that the Sub-Adviser would
otherwise earn for such monthly period under this Agreement until the
Sub-Adviser retains an analyst reasonably acceptable to the Adviser. No such
substitute Co-portfolio Manager shall be selected without the written consent of
the Adviser, which consent shall not be unreasonably withheld. A pro rata
adjustment shall be made with respect to any month during which such condition
existed only for a portion of such month.
5. Other Activities of the Sub-Adviser and Its Affiliates. Nothing herein
contained shall prevent the Sub-Adviser or any associate of the Sub-Adviser from
engaging in any other business or from acting as investment adviser or
investment manager for any other person or entity. It is
understood that officers, directors and employees of the Sub-Adviser or its
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, to other
investment advisory clients of the Sub-Adviser or its affiliates and to said
affiliates themselves.
6. Avoidance of Inconsistent Position. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Sub-Adviser nor any of its investment management subsidiaries nor any of such
investment management subsidiaries' directors, officers or employees will act as
principal or agent or receive any commission, except as may be permitted by the
1940 Act and rules and regulations promulgated thereunder. The Sub-Adviser shall
not knowingly recommend that the Fund purchase, sell or retain securities of any
issuer in which the Sub-Adviser has a financial interest without obtaining prior
approval of the Adviser prior to the execution of any such transaction.
Nothing herein contained shall limit or restrict the Sub-Adviser or any of
its officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts. The Trust and Fund
acknowledge the Sub-Adviser and its officers, affiliates, and employees, and its
other clients may at any time have, acquire, increase, decrease or dispose of
positions in investments which are at the same time being acquired or disposed
of hereunder. The Sub-Adviser shall have no obligation to acquire with respect
to the Fund, a position in any investment which the Sub-Adviser, its officers,
affiliates or employees may acquire for its or their own accounts or for the
account of another client, if in the sole discretion of the Sub-Adviser, it is
not feasible or desirable to acquire a position in such investment on behalf of
the Fund. Nothing herein contained shall prevent the Sub-Adviser from purchasing
or recommending the purchase of a particular security for one or more funds or
clients while other funds or clients may be selling the same security.
7. No Partnership or Joint Venture. The Trust, the Fund, the Adviser and
the Sub-Adviser are not partners of or joint venturers with each other and
nothing herein shall be construed so as to make them such partners or joint
venturers or impose any liability as such on any of them. The Sub-Adviser is an
independent contractor and is not an agent of either the Adviser or the Fund.
8. Name of the Trust and the Fund. The Trust and the Fund may use the name
"Xxxx Xxxxxxx" or any name or names derived from or similar to the names "Xxxx
Xxxxxxx Advisers, LLC." or "Xxxx Xxxxxxx Life Insurance Company" only for so
long as the Investment Management Contract remains in effect. At such time as
such agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such a name
or any other name indicating that the Fund is advised by or otherwise connected
with the Adviser. The Fund acknowledges that it has adopted the name Xxxx
Xxxxxxx U.S. Global Leaders Growth Fund through permission of Xxxx Xxxxxxx Life
Insurance Company, a Massachusetts insurance company, and agrees that Xxxx
Xxxxxxx Life Insurance Company reserves to itself and any successor to its
business the right to grant the nonexclusive right to use the name "Xxxx
Xxxxxxx" or any similar name or names to any other corporation or entity,
including but not limited to any investment company of which Xxxx Xxxxxxx Life
Insurance Company or any subsidiary or affiliate thereof shall be the investment
adviser.
9. Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be
liable for any losses, claims, damages, liabilities or litigation (including
legal and other expenses) incurred or suffered by the Adviser, the Trust, the
Fund or any of their affiliates as a result of any error of judgment or mistake
of law by the Sub-Adviser with respect to the Fund, except that nothing in this
Agreement shall operate or purport to operate in any way to exculpate, waive or
limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify
and hold harmless the Adviser, the Trust, the Fund and all affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all
controlling persons (as described in Section 15 of the 1933 Act) (collectively,
the "Adviser Indemnitees") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses) to
which any of the Adviser Indemnities may become subject under the 1933 Act, the
1940 Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (a) the Sub-Adviser's causing the Fund to
be in violation of any applicable federal or state law, rule or regulation or
any investment policy or restriction set forth in the Fund's Prospectus or
Statement of Additional Information or any written policies, procedures,
guidelines or instructions provided in writing to the Sub-Adviser by the
Trustees or the Adviser, (b) the Sub-Adviser's causing the Fund to fail to
satisfy the requirements of Subchapter M of the Code for qualification as a
regulated investment company, or (c) the Sub-Adviser's willful misfeasance, bad
faith or gross negligence generally in the performance of its duties hereunder
or its reckless disregard of its obligations and duties under this Agreement.
10. Duration and Termination of this Agreement. This Agreement shall remain
in force until June 30, 2005; provided that this Agreement shall terminate
unless its continuance is approved prior to June 30, 2005 and annually
thereafter in the manner required by the 1940 Act or the rules and interpretive
positions of the SEC under the 1940 Act. This Agreement may, on 30 days' written
notice, be terminated at any time without the payment of any penalty by the
Trust or the Fund by vote of a majority of the outstanding voting securities of
the Fund, by the Trustees or the
Adviser and may be terminated upon 90 days written notice by the Sub-Adviser.
Termination of this Agreement with respect to the Fund shall not be deemed to
terminate or otherwise invalidate any provisions of any contract between the
Sub-Adviser and any other series of the Trust. This Agreement shall
automatically terminate in the event of its assignment or upon termination of
the Investment Management Contract. In interpreting the provisions of this
Section 10, the definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "assignment," "interested person" or "voting
security"), shall be applied.
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Agreement shall be effective until
approved in the manner required by the 1940 Act or the rules and interpretive
positions of the SEC under the 1940 Act.
12. Provision of Certain Information by the Sub-Adviser. The Sub-Adviser
will promptly notify the Adviser 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 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 the Fund (excluding
class action suits in which the Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the compliance by
the Sub-Adviser with the federal or state securities laws (including, but not
limited to, promptly notifying the Adviser in writing of any SEC examinations of
the Sub-Adviser and the Sub-Adviser promptly providing to the Adviser a copy of
any and all SEC exam findings together with a copy of the Sub-Adviser's
responses thereto);
c. the controlling stockholder or senior management of the Sub-Adviser
changes, there is otherwise an actual change in control (whether through sale of
all or substantially all the assets of the Sub-Adviser or a material change in
management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act)
has or is proposed to occur;
d. any occurrence of any event that would disqualify the Sub-Adviser from
serving as a Sub-Adviser with respect to the Fund; or
e. any representation of the Sub-Adviser under this Agreement is no longer
true in all material respects.
13. Representations and Acknowledgements of Sub-Adviser. The Sub-Adviser
hereby warrants and represents to the Adviser that (i) it has obtained all
applicable licenses, permits, registrations and approvals that may be required
in order to serve in its designated capacities with respect to the Fund,
including, but not limited to registration under the Advisers Act, and shall
continue to keep current such license, permits, registrations and approvals for
so long as this Agreement is in effect and shall comply in all material respects
with all laws applicable to its operations during the term of this Agreement;
(ii) it is not prohibited by the Advisers Act or other applicable laws and
regulations from performing the services contemplated by this Agreement; and
(iii) this Agreement has been duly and validly authorized, executed and
delivered on behalf of the Sub-Adviser and is a valid and binding agreement of
the Sub-Adviser enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and limitations
on the availability of equitable remedies.
The Sub-Adviser represents that it has provided the Adviser with a complete
copy of its Form ADV as currently in effect and will promptly provide the
Adviser with copies of all amendments and supplements thereto. Such ADV, as
amended and supplemented from time to time, does not and shall not contain a
material misstatement of the information required to be stated therein.
The Sub-Adviser has reviewed the Registration Statement, and any amendments
or supplements thereto, of the Fund as filed with the SEC and represents and
warrants that with respect to disclosure about the Sub-Adviser or information
relating directly or indirectly to the Sub-Adviser, such Registration Statement,
amendment and/or supplement contain, as of the date thereof, no untrue statement
of any material fact and does not omit any statement of material fact that was
required to be stated therein or necessary to make the statements contained
therein not misleading.
14. Representations and Acknowledgements of Adviser. The Adviser hereby
warrants and represents to the Sub-Adviser that (i) it has obtained all
applicable licenses, permits, registrations and approvals that may be required
in order to serve in its designated capacities with respect to the Fund,
including, but not limited to registration under the Advisers Act, and shall
continue to keep
current such license, permits, registrations and approvals for so long as this
Agreement is in effect; and (ii) this Agreement has been duly and validly
authorized, executed and delivered on behalf of the Adviser and is a valid and
binding agreement of the Adviser enforceable against it in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and limitations on the availability of equitable remedies.
The Adviser represents that it has provided the Sub-Adviser with a complete
copy of its Form ADV as currently in effect and will promptly provide the
Sub-Adviser with copies of all amendments and supplements thereto. Such ADV, as
amended and supplemented from time to time, does not and shall not contain a
material misstatement of the information required to be stated therein.
The Adviser has reviewed the Registration Statement, and any amendments or
supplements thereto, of the Fund as filed with the SEC and represents and
warrants that with respect to disclosure about the Adviser or information
relating directly or indirectly to the Adviser, such Registration Statement,
amendment and/or supplement contain, as of the date thereof, no untrue statement
of any material fact and does not omit any statement of material fact that was
required to be stated therein or necessary to make the statements contained
therein not misleading.
15. Insurance. The Sub-Adviser will maintain at all times insurance
coverage for errors and omissions from a nationally recognized insurance company
with a claims paying rating of at least AA (or equivalent) in an amount of
coverage not less than $1 million (including a deductible not in excess of
$100,000) and other terms to which the Adviser shall not reasonably object. XXX
shall have the right to require SGA to increase the amount of such insurance
coverage (and to specify the amount of such increase) and/or to add XXX and/or
the Fund as co-insureds under the policy, and SGA shall effect such changes in
insurance coverage requested by XXX within 90 days of receiving notice of the
request from XXX. Upon execution of the Subadvisory Agreement, SGA shall deliver
to XXX an insurance binder which contains an endorsement providing at least 30
days advance notice of amendment or cancellation of such insurance. Such notice
shall be provided directly from the insurance company to XXX.
16. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
17. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in part.
18. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name Xxxx Xxxxxxx Capital Series is the
designation of the Trustees under the Amended and Restated Declaration of Trust
dated February 28, 1992, as amended from time to time. The Declaration of Trust
has been filed with the Secretary of The Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the obligations of any
other series of the Trust.
Any information supplied by the Sub-Adviser, which is not otherwise in the
public domain, in connection with the performance of its duties hereunder is to
be regarded as confidential and for use only by the Fund and/or its agents, and
only in connection with the Fund and its investments. Any information supplied
by the Trust or the Advisor, which is not otherwise in the public domain, in
connection with the Fund or the Adviser is to be regarded as confidential and
for use only by the Sub-Adviser and/or its agents, and only in connection with
the Sub-Adviser's services under this Agreement. Any party in receipt of
confidential information shall use reasonable precautions (substantially
identical to those used in safeguarding of its own confidential information)
that its directors/trustees, officers, employees and advisors abide by these
confidentiality provisions. Each of the Trust, the Adviser and the Sub-Adviser
acknowledge that the restrictions contained in this Section 17(b) are necessary
for the protection of the business of the other parties hereto and are
considered to be reasonable for such purpose. Each of the Trust, the Adviser and
Sub-Adviser agree that any breach of this Section 17(b) is likely to cause the
other parties hereto substantial and irrevocable damage and therefore, in the
event of such breach, in addition to any other remedies it may have at law or in
equity, the non-breach party shall be entitled to specific performance and other
injunctive relief. The provisions of this Section 18(b) shall survive any
termination of this Agreement.
This Agreement represents the entire agreement between the parties hereto
with respect to the subject matter hereof and supercedes all prior oral and
written negotiations, commitments and understandings between the parties;
provided that this Agreement shall not supercede or modify
the obligations of the Adviser and the Sub-Adviser under the Master Agreement,
which obligations shall remain in full force and effect.
Yours very truly,
XXXX XXXXXXX CAPITAL SERIES on behalf of
Xxxx Xxxxxxx U.S. Global Leaders Growth Fund
By: /s/Xxxxxxx X. Xxxxxxxx
--------------------------
The foregoing contract
is hereby agreed to as
of the date hereof.
SUSTAINABLE GROWTH XXXX XXXXXXX ADVISERS, LLC
ADVISERS, LP
By: /s/Xxxxxx X. Xxxxxxxx By: /s/Xxxxx X. Xxxxxx
------------------------- ----------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
By: /s/Xxxxxx Xxxxxx
--------------------
Name: Xxxxxx Xxxxxx
By: /s/Xxxxxx Xxxx
------------------
Name: Xxxxxx Xxxx
