Exhibit 99(d)(3)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
X. X. XXXXXX INVESTMENT MANAGEMENT INC.
AND
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 30th day of November,
2005, between X.X. Xxxxxx Investment Management Inc. (the "Adviser"), a
corporation organized and existing under the laws of the State of Delaware,
and Highbridge Capital Management, LLC ("Subadviser"), a limited liability
company organized and existing under the laws of the State of Delaware.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated
as of the 11th day of August, 2005 ("Advisory Agreement") with X.X. Xxxxxx
Trust I, a Delaware statutory trust (the "Trust"), which is engaged in
business as an open-end management investment company registered under the
Investment Company Act of 1940, as amended, ("1940 Act"); and
WHEREAS, the Trust is and will continue to be a series fund having two or more
investment portfolios, each with its own assets, investment objectives, policies
and restrictions (each a "Fund"); and
WHEREAS, the Subadviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, ("Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to assist it in the
provision of a continuous investment program for the assets of the Fund(s)
listed on Appendix A (the "Assets") and the Subadviser is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby retains the Subadviser to act as investment
adviser for and to manage the Assets for the period and on the terms set forth
in this Agreement. The Subadviser accepts such employment and agrees to render
the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUBADVISER
A. INVESTMENT SUBADVISORY SERVICES. Subject to the supervision of the
Trust's Board of Trustees (the "Board") and the Adviser, the Subadviser
shall (a) manage the investments of the Assets in accordance with the
Fund's investment objective, policies, and restrictions as provided in the
Trust's Prospectus and Statement of Additional Information, as currently in
effect and as amended or supplemented from time to time (hereinafter
referred to as the "Prospectus"), and in compliance with the requirements
applicable to registered investment companies under applicable laws and
those requirements applicable to regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended ("Code") and
such other limitations as the Adviser may institute. The Subadviser shall
(a) make investment decisions for the Assets; (b) place purchase and sale
orders for portfolio transactions for the Assets; and (c) employ
professional portfolio managers and securities analysts to provide research
services to the Assets. In providing these services, the Sub-Adviser will
conduct a continual program of investment, evaluation and sale and
reinvestment of the Assets.
B. SUBADVISER UNDERTAKINGS. In all matters relating to the performance of
this Agreement, the Subadviser shall act in conformity with the Trust's
Declaration of Trust,
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By-Laws, and Prospectus and with the written instructions and directions of
the Board and the Adviser. The Subadviser hereby agrees to:
(i) regularly report to the Board and the Adviser (in such form
and frequency as the Adviser and Subadviser mutually agree)
with respect to the implementation of the investment program,
compliance of the Assets with the Prospectus, the 1940 Act and
the Code, and on other topics as may reasonably be requested
by the Board or the Adviser, including attendance at Board
meetings, as reasonably requested, to present such reports to
the Board;
(ii) comply with valuation procedures adopted by Board, including
any amendments thereto, and consult with the Trust's pricing
agent regarding the valuation of securities that are not
registered for public sale, not traded on any securities
markets, or otherwise may require fair valuation;
(iii) provide, subject to any obligations or undertakings reasonably
necessary to maintain the confidentiality of the Subadviser's
non-public information, any and all information, records and
supporting documentation about the composite of accounts and
the funds the Subadviser manages that have investment
objectives, policies, and strategies substantially similar to
those employed by the Subadviser in managing the Assets which
may be reasonably necessary, under applicable laws, to allow
the Trust or its agent to present historical performance
information concerning the Subadviser's similarly managed
accounts and funds, for inclusion in the Trust's Prospectus
and any other reports and materials prepared by the Trust or
its agent, in accordance with regulatory requirements or as
requested by applicable federal or state regulatory
authorities.
C. EXPENSES. The Subadviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne by the
Trust or the Adviser, except to the extent specifically assumed in writing
by the Subadviser. The
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expenses to be borne by the Trust include, without limitation, the
following: organizational costs, taxes, interest, brokerage fees and
commissions, Trustees' fees, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
D. BROKERAGE. The Subadviser will select brokers and dealers to effect
all orders for the purchase and sale of Assets. In selecting brokers or
dealers to execute transactions on behalf of the Assets of the Fund, the
Subadviser will seek the best overall terms available. In assessing the
best overall terms available for any transaction, the Subadviser will
consider factors it deems relevant, including, without limitation, the
breadth of the market in the security, the price of the security, the
financial condition and execution capability of the broker or dealer and
the reasonableness of the commission, if any, for the specific transaction
and on a continuing basis. In selecting brokers or dealers to execute a
particular transaction, and in evaluating the best overall terms available,
the Subadviser is authorized to consider the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange
Act of 1934, as amended) provided to the Fund and/or other accounts over
which the Subadviser exercises investment discretion. Except as permitted
by Rule 17a-10 under the 1940 Act, Subadviser will not engage in principal
transactions with respect to the Assets with any affiliate of the Adviser
or of any other subadviser to the Fund, and will engage in agency
transactions with respect to the Assets with such affiliates only in
accordance with all applicable rules and regulations. Subadviser will
provide a list of its affiliates to Adviser upon request, as such may be
amended from time to
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time. Adviser will provide to Subadviser a list of affiliated brokers and
dealers of the Adviser and of each other subadviser to the Fund.
E. AGGREGATION OF ORDERS. On occasions when the Subadviser deems the
purchase or sale of a security to be in the best interest of the Assets as
well as other clients of the Subadviser, the Subadviser may to the extent
permitted by applicable laws and regulations, but shall be under no
obligation to, aggregate the orders for securities to be purchased or sold.
In such event, allocation of the securities so purchased or sold, as well
as the expenses incurred in the transaction, will be made by the Subadviser
in the manner the Subadviser considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to its other
clients. The Adviser recognizes that, in some cases, the Subadviser's
allocation procedure may limit the size of the position that may be
acquired or sold for the Assets.
F. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Subadviser hereby agrees that all records which it
maintains for the Assets of the Fund are the property of the Trust and
further agrees to surrender promptly to the Trust copies of any of such
records upon the Fund's or the Adviser's request, provided, however, that
Subadviser may retain copies of any records to the extent required for it
to comply with applicable laws. The Subadviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records
relating to its activities hereunder required to be maintained by Rule
31a-1 under the 1940 Act and to preserve the records relating to its
activities hereunder required by Rule 204-2 under the Advisers Act for the
period specified in said Rule. Notwithstanding the foregoing, Subadviser
has no responsibility for the maintenance of the records of the Fund,
except for those related to the Assets.
G. SUBADVISER COMPLIANCE RESPONSIBILITIES. The Subadviser and the Adviser
acknowledge that the Subadviser is not the compliance agent for the Fund
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or the Adviser, and does not have access to all of the Trust's books and
records necessary to perform certain compliance testing. However, to the
extent that the Subadviser has agreed to perform the services specified in
this Agreement, the Subadviser shall perform compliance testing with
respect to the Assets based upon information in its possession and upon
information and written instructions received from the Adviser or the
Trust's Administrator and shall not be held in breach of this Agreement so
long as it performs in accordance with such information and instructions.
Specifically, the Subadviser shall not be responsible for the Fund being in
violation of any applicable law or regulation or investment policy or
restriction applicable to the Fund as a whole or for the Fund's failure to
qualify as a regulated investment company under the Code if the securities
and other holdings of the Assets would not be in such violation or failing
to so qualify if the Assets were deemed a separate series of the Trust or a
separate regulated investment company under the Code. The Adviser or
Trust's Administrator shall promptly provide the Subadviser with copies of
the Trust's Declaration of Trust, By-Laws, current Prospectus and any
written policies or procedures adopted by the Board applicable to the
Assets and any amendments or revisions thereto. Subadviser shall supply
such reports or other documentation as reasonably requested from time to
time by the Adviser to evidence Subadviser's compliance with such
Prospectus, policies or procedures.
H. PROXY VOTING. Subject to the proxy voting procedures presented to and
approved by the Trust's Board, the Subadviser shall use its good faith
judgment in a manner which it reasonably believes best serves the interests
of the Fund's shareholders to vote or abstain from voting all proxies
solicited by or with respect to the issuers of securities in the Assets.
The Adviser shall cause to be forwarded to Subadviser all proxy
solicitation materials that Adviser receives. Subadviser agrees that it has
adopted written proxy voting procedures that comply with the requirements
of the 1940 Act and the Investment Advisers Act of 1940. The Sub-Adviser
further agrees that it will provide the Board as the Board may reasonably
request, with a written report of the proxies voted during the most recent
12-month
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period or such other period as the Board may designate, in a format that
shall comply with the 1940 Act. Upon reasonable request, Subadviser shall
provide the Adviser with all proxy voting records relating to the Assets,
including but not limited to those required by Form N-PX. Subadviser will
also provide upon request an annual certification, in a form reasonably
acceptable to Adviser, attesting to the accuracy and completeness of such
proxy voting records.
I. USE OF NAMES. The Subadviser shall not use the name, logo, insignia,
or other identifying xxxx of the Trust or the Adviser or any of their
affiliates or any derivative or logo or trade or service xxxx thereof, or
disclose information related to the business of the Adviser or any of its
affiliates in material relating to the Subadviser in any manner not
approved prior thereto by the Adviser; provided, however, that the Adviser
shall approve all uses of its or the Trust's name and that of their
affiliates which merely refer in accurate terms to the appointment of the
Subadviser hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such approval be
unreasonably withheld. The Adviser shall not use the name, logo, insignia,
or other identifying xxxx of the Subadviser or any of its affiliates in any
prospectus, sales literature or other material relating to the Trust in any
manner not approved prior thereto by the Subadviser; provided, however,
that the Subadviser shall approve all uses of its name which merely refer
in accurate terms to the appointment of the Subadviser hereunder or which
are required by the SEC or a state securities commission; and provided,
further that in no event shall such approval be unreasonably withheld.
J. OTHER SUBADVISERS. With respect to any Fund, (i) the Subadviser will
not consult with any other subadviser to that Fund (including, in the case
of an offering of securities subject to Section 10(f) of the 1940 Act, any
subadviser that is a principal underwriter or an affiliated person of a
principal underwriter of such offering) concerning transactions for that
Fund in securities or other assets, except, in the case of transactions
involving securities of persons engaged in securities-
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related businesses, for purposes of complying with the conditions of
paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the
Subadviser will provide advice and otherwise perform services hereunder
exclusively with respect to the Assets of that Fund.
K. PORTFOLIO HOLDINGS. The Subadviser will not disclose, in any manner
whatsoever, any list of securities held by the Fund, except in accordance
with the Fund's portfolio holdings disclosure policy and except as required
by applicable law, regulation or rule.
3. COMPENSATION OF SUBADVISER. The Adviser will pay the Subadviser, with
respect to each Fund on Appendix A attached hereto, the compensation specified
in Appendix A. Such fees will be computed daily and paid monthly, calculated at
an annual rate based on the Fund's average daily net assets as determined by the
Trust's accounting agent. Compensation for any partial period shall be pro-rated
based on the length of the period.
4. STANDARD OF CARE. The Subadviser shall exercise its best judgment in
rendering its services described in this Agreement. Except as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable law, the
Subadviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Adviser in connection with the matters
to which this Agreement relates, except a loss resulting from Subadviser's
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties hereunder or from reckless disregard by it of its
obligations and duties under this Agreement
5. INDEMNIFICATION.
A. The Adviser agrees to indemnify and hold harmless the Sub-Adviser from
and against any and all claims, losses, liabilities or damages (including
reasonable attorneys' fees and other related expenses) ("Losses"),
howsoever arising, from or in connection with this Agreement or the
performance by the Sub-Adviser of its duties hereunder; provided however
that the Adviser will not indemnify the Subadviser for Losses resulting
from the Subadviser's willful misfeasance, bad faith or gross negligence in
the
8
performance of its duties or from the Subadviser's reckless disregard of
its obligations and duties under this Agreement
B. The Subadviser agrees to indemnify and hold harmless the Adviser from
and against any and all Losses resulting from the Subadviser's willful
misfeasance, bad faith, or gross negligence in the performance of, or from
reckless disregard of, the Subadviser's obligations and duties under this
Agreement; ; provided however that the Subadviser will not indemnify the
Adviser for Losses resulting from the Adviser's willful misfeasance, bad
faith or gross negligence in the performance of its duties or from the
Adviser's reckless disregard of its obligations and duties under this
Agreement.
6. NON-EXCLUSIVITY. The services of the Subadviser to the Adviser with respect
to the Assets are not to be deemed to be exclusive, and the Subadviser and its
affiliates shall be free to render investment advisory or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that the directors, officers, and employees of the
Subadviser are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors, trustees, or employees of any other firm or corporation,
including other investment companies. Adviser acknowledges that Subadviser or
its affiliates may give advice and take actions in the performance of its duties
to clients which differ from the advice, or the timing and nature of actions
taken, with respect to other clients' accounts (including the Assets) or
employee accounts which may invest in some of the same securities recommended to
advisory clients. In addition, advice provided by the Subadviser may differ from
advice given by its affiliates.
7. MAINTENANCE OF INSURANCE. During the term of this Agreement and for a
period of one year after the termination hereof, Subadviser will maintain
comprehensive general liability coverage and will carry a fidelity bond covering
it and each of its employees and authorized agents with limits of not less than
those considered commercially reasonable and appropriate under current industry
practices. Subadviser shall promptly notify Adviser of any termination of said
coverage.
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8. CONFIDENTIALITY. Each party to this Agreement shall keep confidential any
nonpublic information concerning the other party and will not use or disclose
such information for any purpose other than the performance of its
responsibilities and duties hereunder, unless the non-disclosing party has
authorized such disclosure or if such disclosure is expressly required or
requested by applicable federal or state regulatory authorities. Nonpublic
information shall not include information a party to this Agreement can clearly
establish was (a) known to the party prior to this Agreement; (b) rightfully
acquired by the party from third parties whom the party reasonably believes are
not under an obligation of confidentiality to the other party to this Agreement;
(c) placed in public domain without fault of the party or its affiliates; or (d)
independently developed by the party without reference or reliance upon the
nonpublic information.
9. TERM OF AGREEMENT. This Agreement shall become effective as of the date of
its execution and shall continue in effect for a period of two years.
Thereafter, this Agreement shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(i) the Board or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the
Fund's outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Board who are not "interested
persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
This Agreement is terminable, without penalty, on 60 days' written notice, by
the Adviser, by the Board, by vote of holders of a majority of the Fund's shares
or by the Subadviser, and will terminate five business days after the Subadviser
receives written notice of the termination of the Advisory Agreement between the
Trust and the Adviser. This Agreement also will terminate automatically in the
event of its assignment (as defined in the 1940 Act).
10. REPRESENTATIONS OF SUBADVISER. The Subadviser represents, warrants, and
agrees as follows:
A. The Subadviser: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is
10
not prohibited by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iii) has met, and will continue
to meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable requirements of
any regulatory or industry self-regulatory organization, necessary to be
met in order to perform the services contemplated by this Agreement; (iv)
has the authority to enter into and perform the services contemplated by
this Agreement; and (v) will promptly notify the Adviser of the occurrence
of any event that would disqualify the Subadviser from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
B. The Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics. On at least an annual basis, the Subadviser will comply with the
reporting requirements of Rule 17j-1, which may include (i) certifying to
the Adviser upon request that the Subadviser and its Access Persons have
complied with the Subadviser's Code of Ethics with respect to the Assets
and (ii) identifying any material violations which have occurred with
respect to the Subadviser Assets.
Upon the reasonable request of the Adviser, the Subadviser shall permit the
Adviser, its employees or its agents to examine the reports required to be
made by the Subadviser pursuant to Rule 17j-1 and all other records
relevant to the Subadviser's code of ethics.
C. Subadviser has adopted and implemented written policies and
procedures, as required by Rule 206(4)-7 under the Advisers Act, which are
reasonably designed to prevent violations of federal securities laws by the
Subadviser, its employees, officers and agents. Upon reasonable request,
Subadviser shall provide the Advisor with access to the records relating to
such policies and procedures as they relate to the Assets. Subadviser will
also provide, at the reasonable request of the Adviser, periodic
certifications, in a form reasonably acceptable to Adviser, attesting to
such written policies and procedures.
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D. The Subadviser has provided the Adviser and the Trust with a copy of
its Form ADV as most recently filed with the SEC and hereafter will furnish
upon request a copy of its annual amendment to the Adviser. The Adviser
acknowledges receipt of the Subadviser's Form ADV more than 48 hours prior
to the execution of this Agreement.
11. PROVISION OF CERTAIN INFORMATION BY SUBADVISER. The Subadviser will
promptly notify the Adviser (1) in the event the SEC or other governmental
authority has censured the Subadviser; placed limitations upon its activities,
functions or operations; suspended or revoked its registration, if any, as an
investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions or (2) upon having a reasonable basis for
believing that the Fund has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Code. The Subadviser
further agrees to notify the Adviser promptly of any material fact known to the
Subadviser respecting or relating to the Subadviser that is not contained in the
Prospectus, and is required to be stated therein or necessary to make the
statements therein not misleading, or of any statement contained therein that
becomes untrue in any material respect. As reasonably requested by the Trust on
behalf of the Trust's officers and in accordance with the scope of Subadviser's
obligations and responsibilities contained in this Agreement, Subadviser will
provide reasonable assistance to the Trust in connection with the Trusts's
compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated
by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall
include, but not be limited to, (i) certifying periodically, upon the reasonable
request of the Trust, that it is in compliance with all applicable "federal
securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule
206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with
third-party audits arranged by the Trust to evaluate the effectiveness of its
compliance controls; (iii) providing the Trust's chief compliance officer with
direct access to its compliance personnel; (iv) providing the Trust's chief
compliance officer with periodic reports upon request and (v) promptly providing
special reports in the event of compliance problems. Further, Subadviser is
aware that: (i) the Chief Executive Officer (Principal Executive Officer) and
Treasury/Chief Financial Officer (Principal Financial Officer) of the Trust
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(collectively, "Certifying Officers") are required to certify the Trust's
periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment
Company Act of 1940, as amended; and (ii) the Certifying Officers must rely upon
certain matters of fact generated by Subadviser of which they do not have
firsthand knowledge. Consequently, Subadviser has in place and has observed
procedures and controls that are reasonably designed to ensure the adequacy of
the services provided to the Trust under this Agreement and the accuracy of the
information prepared by it and which is included in the Form N-CSR, and shall
provide certifications to the Trust to be relied upon by the Certifying Officers
in certifying the Trust's periodic reports on Form N-CSR, in a form satisfactory
to the Trust.
12. PROVISION OF CERTAIN INFORMATION BY THE ADVISER. The Adviser will promptly
notify the Subadviser (1) in the event that the SEC has censured the Adviser or
the Trust; placed limitations upon either of their activities, functions, or
operations; suspended or revoked the Adviser's registration as an investment
adviser; or has commenced proceedings or an investigation that may result in any
of these actions and (2) upon having a reasonable basis for believing that the
Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code.
13. AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by both parties.
14. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to the conflicts
of laws principles thereof, and with the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.
B. CHANGE IN CONTROL. The Subadviser will notify the Adviser of any
change of control of the Subadviser, including any change of its general
partners or 25% shareholders or 25% limited partners, as applicable, in
each case prior to or promptly after such change.
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In addition the Subadviser will notify the Adviser of any changes in the
key personnel who are either the portfolio manager(s) of the Assets or
senior management of the Subadviser as soon as practicable after such
change.
C. CAPTIONS. The Captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
D. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior
agreements between the parties relating to the subject matter hereof.
E. DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term
or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, releases or orders of the SEC validly issued pursuant
to the Act. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell,"
and "security" shall have the same meaning as such terms have in the 1940
Act, subject to such exemptions as may be granted by the SEC by any rule,
release or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, release, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the
effect of such rule, release, or order.
F. NOTICES. Any notice herein required is to be in writing and is deemed
to have been given to Subadviser or Adviser upon receipt of the same at
their respective addresses set forth below. All written notices required or
permitted to be given under this Agreement will be delivered by personal
service, by postage mail return receipt requested or by facsimile machine
or similar means of delivery that provide evidence of receipt. All
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notices to Adviser shall be sent to: X.X. Xxxxxx Investment Management Inc,
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx X. Xxxxxxxxxx.
All notices to Subadviser shall be sent to: Highbridge Capital Management,
LLC, 0 X. 00xx Xx., Xxx Xxxx, XX 00000, Attention: Xxxxxx Xxxxxxx.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
Attest: By: /s/ Xxxxxx X. X. Xxxxx
--------------------------------
Managing Director
--------------------------------
(Title)
November 30, 2005
----------------------------- --------------------------------
Date:
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
Attest: By: /s/ Xxxxx Xxxxx
--------------------------------
Co-Chief Executive Officer
--------------------------------
(Title)
----------------------------- November 30, 2005
--------------------------------
Date:
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APPENDIX A
FEE SCHEDULE
For the services provided by Subadviser to the Fund, pursuant to the attached
Investment Sub-Advisory Agreement, the Adviser will pay the Subadviser a fee,
computed daily and payable monthly, based on the average daily net assets of the
Fund at the following annual rates of the average daily net assets of the Fund
as determined by the Trust's accounting agent:
FUND RATES
---- -----
Highbridge Statistical Market 1.25% for the period after the Fund commences with the borrowing of
Neutral Fund money from banks for investment purposes
1.10% until the Fund commences with the borrowing of money from
banks for investment purposes
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