INVESTMENT SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT, MADE THIS 14 DAY OF MAY, 1992, BY AND
BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC., A DELAWARE CORPORATION
REGISTERED AS AN INVESTMENT ADVISOR UNDER THE INVESTMENT ADVISERS ACT OF 1940
(THE "ADVISOR"), AND XXXXXX XXXXXXXXX INTERNATIONAL, LTD. A SCOTTISH CORPORATION
(THE "SUB-ADVISOR").
WHEREAS, THE ADVISOR IS THE INVESTMENT ADVISOR TO XXXXXXX WORLD VALUES
FUND, INC., AN OPEN-END, DIVERSIFIED MANAGEMENT INVESTMENT COMPANY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"); AND
WHEREAS, THE ADVISOR DESIRES TO RETAIN THE SUB-ADVISOR TO FURNISH IT WITH
CERTAIN INVESTMENT ADVISORY SERVICES IN CONNECTION WITH THE ADVISOR'S INVESTMENT
ADVISORY ACTIVITIES ON BEHALF OF THE GLOBAL EQUITY FUND SERIES OF XXXXXXX WORLD
VALUES FUND AND ANY ADDITIONAL SERIES OF XXXXXXX WORLD VALUES FUND, INC., FOR
WHICH SCHEDULES ARE ATTACHED HERETO (EACH SUCH SERIES REFERRED TO INDIVIDUALLY
AS THE "FUND");
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH, IT IS AGREED AS FOLLOWS:
1. SERVICES TO BE RENDERED BY THE SUB-ADVISOR TO THE FUND.
(A) INVESTMENT PROGRAM. SUBJECT TO THE CONTROL OF THE FUND'S
BOARD OF DIRECTORS ("DIRECTORS") AND THE ADVISOR, THE SUB-ADVISOR AT ITS EXPENSE
CONTINUOUSLY WILL FURNISH TO THE FUND AN INVESTMENT PROGRAM FOR SUCH PORTION, IF
ANY, OF FUND ASSETS DESIGNATED BY THE ADVISOR FROM TIME TO TIME. WITH RESPECT
TO SUCH ASSETS, THE SUB-ADVISOR WILL MAKE INVESTMENT DECISIONS, APPLY INVESTMENT
SELECTION SOCIAL SCREENS, AS DESCRIBED MORE FULLY AT SECTION 1(G) OF THIS
AGREEMENT, TO DETERMINE THAT ALL INVESTMENTS MEET THE FUND'S SOCIAL CRITERIA,
AND WILL PLACE ALL ORDERS FOR THE PURCHASE AND SALE OF PORTFOLIO SECURITIES.
THE SUB-ADVISOR SHALL FOR ALL PURPOSES HEREIN BE DEEMED TO BE AN INDEPENDENT
CONTRACTOR AND SHALL, EXCEPT AS EXPRESSLY PROVIDED OR AUTHORIZED, HAVE NO
AUTHORITY TO ACT FOR OR REPRESENT THE FUND OR THE ADVISOR IN ANY WAY OR
OTHERWISE BE DEEMED AN AGENT OF THE FUND OR THE ADVISOR. IN THE PERFORMANCE OF
ITS DUTIES, THE SUB-ADVISOR WILL ACT IN THE BEST INTERESTS OF THE FUND AND WILL
COMPLY WITH (I) APPLICABLE LAWS AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO,
THE 1940 ACT, (II) THE TERMS OF THIS AGREEMENT, (III) THE FUND'S ARTICLES OF
INCORPORATION, BYLAWS AND REGISTRATION STATEMENT AS FROM TIME TO TIME AMENDED,
(IV) RELEVANT UNDERTAKINGS PROVIDED TO STATE SECURITIES REGULATORS, (V) THE
STATED INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS OF THE FUND, AND (VI)
SUCH OTHER GUIDELINES AS THE DIRECTORS OR ADVISOR MAY ESTABLISH. THE ADVISOR
SHALL BE RESPONSIBLE FOR PROVIDING THE SUB-ADVISOR WITH CURRENT COPIES OF THE
MATERIALS SPECIFIED IN SUBSECTIONS (A)(III), (IV), (V) AND (VI) OF THIS SECTION
1.
(B) AVAILABILITY OF PERSONNEL. THE SUB-ADVISOR AT ITS EXPENSE
WILL MAKE AVAILABLE TO THE DIRECTORS AND ADVISOR AT REASONABLE TIMES ITS
PORTFOLIO MANAGERS AND OTHER APPROPRIATE PERSONNEL, EITHER IN PERSON, OR, AT THE
MUTUAL CONVENIENCE OF THE ADVISOR AND THE SUB-ADVISOR, BY TELEPHONE, IN ORDER TO
REVIEW THE FUND'S INVESTMENT POLICIES AND TO CONSULT WITH THE DIRECTORS AND
ADVISOR REGARDING THE FUND'S INVESTMENT AFFAIRS, INCLUDING ECONOMIC, STATISTICAL
AND INVESTMENT MATTERS RELEVANT TO THE SUB-ADVISOR'S DUTIES HEREUNDER, AND WILL
PROVIDE PERIODIC REPORTS TO THE ADVISOR RELATING TO THE INVESTMENT STRATEGIES IT
EMPLOYS.
(C) EXPENSES, SALARIES AND FACILITIES. THE SUB-ADVISOR WILL
PAY ALL EXPENSES INCURRED BY IT IN CONNECTION WITH ITS ACTIVITIES UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ALL SALARIES OF PERSONNEL AND FACILITIES
REQUIRED FOR IT TO EXECUTE ITS DUTIES UNDER THIS AGREEMENT.
(D) COMPLIANCE REPORTS. THE SUB-ADVISOR AT ITS EXPENSE WILL
PROVIDE THE ADVISOR WITH SUCH COMPLIANCE REPORTS RELATING TO ITS DUTIES UNDER
THIS AGREEMENT AS MAY BE AGREED UPON BY SUCH PARTIES FROM TIME TO TIME.
(E) VALUATION. THE SUB-ADVISOR WILL ASSIST THE FUND AND ITS
AGENTS IN DETERMINING WHETHER PRICES OBTAINED FOR VALUATION PURPOSES ACCURATELY
REFLECT MARKET PRICE INFORMATION RELATING TO THE ASSETS OF THE FUND FOR WHICH
THE SUB-ADVISOR HAS RESPONSIBILITY ON A DAILY BASIS (UNLESS OTHERWISE AGREED
UPON BY THE PARTIES HERETO) AND AT SUCH OTHER TIMES AS THE ADVISOR SHALL
REASONABLY REQUEST.
(F) EXECUTING PORTFOLIO TRANSACTIONS. IN SELECTING BROKERS AND
DEALERS TO EXECUTE PURCHASES AND SALES OF INVESTMENTS FOR THE FUND, THE
SUB-ADVISOR WILL USE ITS BEST EFFORTS TO OBTAIN THE MOST FAVORABLE PRICE AND
EXECUTION AVAILABLE IN ACCORDANCE WITH THIS PARAGRAPH. THE SUB-ADVISOR AGREES
TO PROVIDE THE ADVISOR AND THE FUND WITH COPIES OF ITS POLICY WITH RESPECT TO
ALLOCATION OF BROKERAGE ON TRADES FOR THE FUND. SUBJECT TO REVIEW BY THE
DIRECTORS OF APPROPRIATE POLICIES AND PROCEDURES, THE SUB-ADVISOR MAY CAUSE THE
FUND TO PAY A BROKER A COMMISSION, FOR EFFECTING A PORTFOLIO TRANSACTION, IN
EXCESS OF THE COMMISSION ANOTHER BROKER WOULD HAVE CHARGED FOR EFFECTING THE
SAME TRANSACTION. IF THE FIRST BROKER PROVIDED BROKERAGE AND/OR RESEARCH
SERVICES, INCLUDING STATISTICAL DATA, TO THE SUB-ADVISOR, THE SUB-ADVISOR SHALL
NOT BE DEEMED TO HAVE ACTED UNLAWFULLY, OR TO HAVE BREACHED ANY DULY CREATED BY
THIS AGREEMENT, OR OTHERWISE, SOLELY BY REASON OF ACTING ACCORDING TO SUCH
AUTHORIZATION.
(G) SOCIAL SCREENING. THE SUB-ADVISOR IS RESPONSIBLE FOR
SCREENING ALL INVESTMENTS TO DETERMINE THAT ALL INVESTMENTS MEET THE FUND'S
SOCIAL INVESTMENT CRITERIA, AS MAY BE AMENDED FROM TIME TO TIME BY THE
DIRECTORS. THE ADVISOR MAY, BUT IS NOT REQUIRED TO, HIRE ADDITIONAL PARTIES AT
THE ADVISOR'S EXPENSE TO ASSIST WITH THE OVERSIGHT OF THE SOCIAL SCREENING
PROCESS, BUT THIS SHALL NOT RELIEVE THE SUB-ADVISOR OF ITS DUTIES HEREUNDER.
(H) VOTING PROXIES. THE SUB-ADVISOR AGREES TO VOTE ALL PROXIES
FOR THE FUND'S PORTFOLIO INVESTMENTS IN A TIMELY MANNER, SUBJECT TO THE
DIRECTION OF THE DIRECTORS.
(I) FURNISHING INFORMATION FOR THE FUND'S PROXIES. THE
SUB-ADVISOR AGREES TO PROVIDE THE ADVISOR IN A TIMELY MANNER WITH ALL
INFORMATION NECESSARY, INCLUDING THE SUB-ADVISOR'S CERTIFIED BALANCE SHEET AND
INFORMATION CONCERNING THE SUB-ADVISOR'S CONTROLLING PERSONS, FOR PREPARATION OF
THE FUND'S PROXY STATEMENTS, AS MAY BE NEEDED FROM TIME TO TIME.
2. BOOKS AND RECORDS. IN CONNECTION WITH THE PURCHASE AND SALE OF
THE FUND'S PORTFOLIO SECURITIES, THE SUB-ADVISOR SHALL ARRANGE FOR THE
TRANSMISSION TO THE FUND'S CUSTODIAN, ON A DAILY BASIS, OF SUCH CONFIRMATIONS,
TRADE TICKETS OR OTHER DOCUMENTATION AS MAY BE NECESSARY TO ENABLE THE ADVISOR
TO PERFORM ITS ACCOUNTING AND ADMINISTRATIVE RESPONSIBILITIES WITH RESPECT TO
THE MANAGEMENT OF THE FUND. PURSUANT TO RULE 31A-3 UNDER THE 1940 ACT, AND ANY
OTHER LAWS, RULES OR REGULATIONS REGARDING RECORDKEEPING, THE SUB-ADVISOR AGREES
THAT: (A) ALL RECORDS IT MAINTAINS FOR THE FUND ARE THE PROPERTY OF THE FUND;
(B) IT WILL SURRENDER PROMPTLY TO THE FUND OR ADVISOR ANY SUCH RECORDS UPON THE
FUND'S OR ADVISOR'S REQUEST; (C) IT WILL MAINTAIN FOR THE FUND THE RECORDS THAT
THE FUND IS REQUIRED TO MAINTAIN UNDER RULE 31A-1(B) INSOFAR AS SUCH RECORDS
RELATE TO THE INVESTMENT AFFAIRS OF THE FUND FOR WHICH THE SUB-ADVISOR HAS
RESPONSIBILITY UNDER THIS AGREEMENT; AND (D) IT WILL PRESERVE FOR THE PERIODS
PRESCRIBED BY RULE 31A-2 UNDER THE 1940 ACT THE RECORDS IT MAINTAINS FOR THE
FUND.
3. OTHER AGREEMENTS, EXCLUSIVITY. EACH PARTY AND ITS AFFILIATES MAY
HAVE ADVISORY, MANAGEMENT SERVICE OR OTHER AGREEMENTS WITH OTHER ORGANIZATIONS
AND PERSONS, AND MAY HAVE OTHER INTERESTS AND BUSINESSES; PROVIDED, HOWEVER,
THAT:
(A) NEITHER PARTY NOR ITS AFFILIATES WILL PROVIDE INVESTMENT
ADVISORY SERVICES TO ANY OTHER INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT
INVESTING PRIMARILY IN GLOBAL EQUITIES (A "GLOBAL EQUITY MUTUAL FUND") WITHOUT
THE PARTICIPATION OF THE OTHER UNTIL THE EARLIER OF I) TWO (2) YEARS FROM THE
EFFECTIVE DATE OF THE GLOBAL EQUITY FUND'S REGISTRATION STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION ("EFFECTIVE DATE"), OR II) THE DATE THE
GLOBAL EQUITY FUND SHALL FIRST REACH $100 MILLION IN NET ASSETS; AND
(B) NEITHER PARTY NOR ITS AFFILIATES WILL PROVIDE INVESTMENT
ADVISORY SERVICES TO ANY OTHER SOCIALLY SCREENED GLOBAL EQUITY MUTUAL FUND FOR
FIVE (5) YEARS FROM THE EFFECTIVE DATE IF THE FOLLOWING CONDITIONS ARE MET:
I) AFTER THE SECOND TWELVE MONTH PERIOD BEGINNING ON THE
EFFECTIVE DATE, CUMULATIVE GROSS SALES OF THE GLOBAL EQUITY FUND EXCEED $50
MILLION; AND
II) AFTER THE THIRD TWELVE MONTH PERIOD, CUMULATIVE GROSS SALES
OF THE GLOBAL EQUITY FUND EXCEED $75 MILLION; AND
III) AFTER THE FOURTH TWELVE MONTH PERIOD, CUMULATIVE GROSS SALES
OF THE GLOBAL EQUITY FUND EXCEED $100 MILLION.
4. COMPENSATION. THE ADVISOR WILL PAY TO THE SUB-ADVISOR AS
COMPENSATION FOR THE SUB-ADVISOR'S SERVICES RENDERED PURSUANT TO THIS AGREEMENT
AN ANNUAL SUB-ADVISORY FEE AS SPECIFIED IN ONE OR MORE SCHEDULES ATTACHED HERETO
AND MADE PART OF THIS AGREEMENT. SUCH FEES SHALL BE PAID BY THE ADVISOR (AND
NOT BY THE FUND). SUCH FEES SHALL BE PAYABLE FOR EACH MONTH WITHIN 15 BUSINESS
DAYS AFTER THE END OF SUCH MONTH. IF THE SUB-ADVISOR SHALL SERVE FOR LESS THAN
THE WHOLE OF A MONTH, THE COMPENSATION AS SPECIFIED SHALL BE PRORATED. THE
SCHEDULES MAY BE AMENDED FROM TIME TO TIME, PROVIDED THAT AMENDMENTS ARE MADE IN
CONFORMITY WITH APPLICABLE LAWS AND REGULATIONS AND THE ARTICLES AND BYLAWS OF
THE FUND. ANY CHANGE IN THE SCHEDULE PERTAINING TO ANY NEW OR EXISTING SERIES
OF THE FUND SHALL NOT BE DEEMED TO AFFECT THE INTEREST OF ANY OTHER SERIES OF
THE FUND AND SHALL NOT REQUIRE THE APPROVAL OF SHAREHOLDERS OF ANY OTHER SERIES
OF THE FUND. TO THE EXTENT THE ADVISOR IS ABLE TO RECAPTURE WAIVED FEES
PURSUANT TO THE ADVISORY AGREEMENT WITH THE FUND, THE ADVISOR WILL PAY THE
SUB-ADVISOR A SUB-ADVISORY FEE ON THE RECAPTURED ADVISOR'S FEE IN ACCORDANCE
WITH THE SCHEDULE FOR THE ASSET LEVEL AT THE TIME OF RECAPTURE.
5. ASSIGNMENT AND AMENDMENT OF AGREEMENT. THIS AGREEMENT
AUTOMATICALLY SHALL TERMINATE WITHOUT THE PAYMENT OF ANY PENALTY IN THE EVENT OF
ITS ASSIGNMENT OR IF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE ADVISOR AND
THE FUND SHALL TERMINATE FOR ANY REASON. THIS AGREEMENT SHALL NOT BE MATERIALLY
AMENDED UNLESS, IF REQUIRED BY SEC RULES AND REGULATIONS, SUCH AMENDMENT IS
APPROVED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE
FUND, AND BY THE VOTE, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF
VOTING ON SUCH APPROVAL, OF A MAJORITY OF THE DIRECTORS OF THE FUND WHO ARE NOT
INTERESTED PERSONS OF THE FUND, THE ADVISOR OR THE SUB-ADVISOR.
6. DURATION AND TERMINATION OF THE AGREEMENT. THIS AGREEMENT SHALL
BECOME EFFECTIVE UPON ITS EXECUTION; PROVIDED, HOWEVER, THAT THIS AGREEMENT
SHALL NOT BECOME EFFECTIVE WITH RESPECT TO ANY SERIES NOW EXISTING OR HEREAFTER
CREATED UNLESS IT HAS FIRST BEEN APPROVED (A) BY A VOTE OF THE MAJORITY OF THOSE
DIRECTORS OF THE FUND WHO ARE NOT PARTIES TO THIS AGREEMENT OR INTERESTED
PERSONS OF SUCH PARTY, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF
VOTING ON SUCH APPROVAL, AND (B) BY A VOTE OF A MAJORITY OF THAT SERIES'
OUTSTANDING VOTING SECURITIES. THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT CONTINUOUSLY THEREAFTER (UNLESS TERMINATED AUTOMATICALLY AS SET FORTH IN
SECTION 5) EXCEPT AS FOLLOWS:
(A) THE FUND MAY AT ANY TIME TERMINATE THIS AGREEMENT WITHOUT
PENALTY WITH RESPECT TO ANY OR ALL SERIES BY PROVIDING NOT MORE THAN 60 DAYS'
WRITTEN NOTICE DELIVERED OR MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE
ADVISOR AND THE SUB-ADVISOR. SUCH TERMINATION CAN BE AUTHORIZED BY THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE (I) DIRECTORS OF THE FUND, OR (II)
OUTSTANDING VOTING SECURITIES OF THE APPLICABLE SERIES.
(B) THIS AGREEMENT WILL TERMINATE AUTOMATICALLY WITH RESPECT TO A
SERIES UNLESS, BY JANUARY 1, 1994, AND AT LEAST ANNUALLY THEREAFTER, THE
CONTINUANCE OF THE AGREEMENT IS SPECIFICALLY APPROVED BY (I) THE DIRECTORS OF
THE FUND OR THE SHAREHOLDERS OF SUCH SERIES BY THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE OUTSTANDING SHARES OF SUCH SERIES, AND (II) A MAJORITY OF THE
DIRECTORS OF THE FUND WHO ARE NOT INTERESTED PERSONS OF THE FUND, ADVISOR OR
SUB-ADVISOR, BY VOTE CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF
VOTING ON SUCH APPROVAL. IF THE CONTINUANCE OF THIS AGREEMENT IS SUBMITTED TO
THE SHAREHOLDERS OF ANY SERIES FOR THEIR APPROVAL AND SUCH SHAREHOLDERS FAIL TO
APPROVE SUCH CONTINUANCE AS PROVIDED HEREIN, THE SUB-ADVISOR MAY CONTINUE TO
SERVE HEREUNDER IN A MANNER CONSISTENT WITH THE 1940 ACT AND THE RULES AND
REGULATIONS THEREUNDER.
(C) THE ADVISOR MAY AT ANY TIME TERMINATE THIS AGREEMENT WITH
RESPECT TO ANY OR ALL SERIES BY NOT LESS THAN 60 DAYS' WRITTEN NOTICE DELIVERED
OR MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE SUB-ADVISOR, AND THE
SUB-ADVISOR MAY AT ANY TIME TERMINATE THIS AGREEMENT WITH RESPECT TO ANY OR ALL
SERIES BY NOT LESS THAN 90 DAYS' WRITTEN NOTICE DELIVERED OR MAILED BY
REGISTERED MAIL, POSTAGE PREPAID, TO THE ADVISOR.
(D) PAYMENT TO SUB-ADVISOR UPON TERMINATION BY ADVISOR. IF THE
ADVISOR ELECTS, PURSUANT TO SECTION 6(C) ABOVE, TO TERMINATE THIS AGREEMENT
DURING THE FIRST TWO YEARS AFTER THE EFFECTIVE DATE, THEN THE ADVISOR (AND NOT
THE FUND) WILL PAY TO THE SUB-ADVISOR AN AMOUNT ("TERMINATION PAYMENT") EQUAL TO
50% OF THE SUB-ADVISORY FEES EARNED (GROSS OF ANY FEE WAIVER) BY THE SUB-ADVISOR
DURING THE 12 CALENDAR MONTHS PRECEDING TERMINATION OF THIS AGREEMENT. THE
ADVISOR WILL ALSO PAY THE TERMINATION PAYMENT TO THE SUB-ADVISOR IF THE ADVISOR
TERMINATES THIS AGREEMENT DURING THE THIRD, FOURTH OR FIFTH YEARS AFTER THE
EFFECTIVE DATE AND THE GLOBAL EQUITY FUND'S AVERAGE ANNUAL TOTAL RETURN, AS
DEFINED IN ITEM 22 TO SEC FORM N-1A, BUT NOT REFLECTING DEDUCTION OF THE SALES
CHARGE, FROM THE EFFECTIVE DATE THROUGH THE TERMINATION DATE EXCEEDS THE XXXXXX
XXXXXXX CAPITAL INTERNATIONAL WORLD INDEX.
THE ADVISOR IS NOT REQUIRED TO PAY SUCH AMOUNT TO THE SUB-ADVISOR IF THE
AGREEMENT IS TERMINATED BY (I) THE FUND'S DIRECTORS, (II) THE FUND'S
SHAREHOLDERS OR (III) BY THE ADVISOR FOR CAUSE ("CAUSE" BEING HEREBY DEFINED AS
THE SUB-ADVISOR CEASING TO BE REGISTERED AS AN INVESTMENT ADVISOR UNDER THE
INVESTMENT ADVISERS ACT OF 1940, OR BEING FOUND BY A COURT OF COMPETENT
JURISDICTION TO HAVE VIOLATED ANY SECURITIES LAWS OR REGULATIONS, OR ANY OTHER
LAWS OR REGULATIONS REGARDING FRAUD OR BREACH OF TRUST), OR (IV) IF THE FUND IS
LIQUIDATED, OR MERGED INTO, OR ITS ASSETS TRANSFERRED TO, ANOTHER FUND.
UPON TERMINATION OF THIS AGREEMENT WITH RESPECT TO ANY SERIES, THE DUTIES OF THE
ADVISOR DELEGATED TO THE SUB-ADVISOR UNDER THIS AGREEMENT WITH RESPECT TO SUCH
SERIES AUTOMATICALLY SHALL REVERT TO THE ADVISOR.
7. NOTIFICATION OF THE ADVISOR. THE SUB-ADVISOR PROMPTLY SHALL
NOTIFY THE ADVISOR IN WRITING OF THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(A) THE SUB-ADVISOR SHALL FAIL TO BE REGISTERED AS AN INVESTMENT
ADVISOR UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, AND UNDER THE
LAWS OF ANY JURISDICTION IN WHICH THE SUB-ADVISOR IS REQUIRED TO BE REGISTERED
AS AN INVESTMENT ADVISOR IN ORDER TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT;
(B) THE SUB-ADVISOR SHALL HAVE BEEN SERVED OR OTHERWISE HAVE 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;
OR
(C) ANY OTHER OCCURRENCE THAT MIGHT AFFECT THE ABILITY OF THE
SUB-ADVISOR TO PROVIDE THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT.
8. DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT, THE TERMS "VOTE
OF A MAJORITY OF THE OUTSTANDING SHARES," "AFFILIATED PERSON," "CONTROL,"
"INTERESTED PERSON" AND "ASSIGNMENT" SHALL HAVE THEIR RESPECTIVE MEANINGS AS
DEFINED IN THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER SUBJECT,
HOWEVER, TO SUCH EXEMPTIONS AS MAY BE GRANTED BY THE SECURITIES AND EXCHANGE
COMMISSION UNDER SAID ACT; AND THE TERM "SPECIFICALLY APPROVE AT LEAST ANNUALLY"
SHALL BE CONSTRUED IN A MANNER CONSISTENT WITH THE 1940 ACT AND THE RULES AND
REGULATIONS THEREUNDER.
9. INDEMNIFICATION. THE SUB-ADVISOR SHALL INDEMNIFY AND HOLD
HARMLESS THE ADVISOR, THE FUND, THEIR RESPECTIVE, DIRECTORS, OFFICERS AND
SHAREHOLDERS FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES, OBLIGATION AND
LIABILITIES (INCLUDING REASONABLE ATTORNEYS FEES) WHICH ARISE OR RESULT FROM THE
SUB-ADVISOR'S WILLFUL MISFEASANCE, BAD FAITH, OR GROSS NEGLIGENCE OR RECKLESS
DISREGARD OF ITS DUTIES HEREUNDER.
THE ADVISOR SHALL INDEMNIFY AND HOLD HARMLESS THE SUB-ADVISOR, THE FUND,
THEIR RESPECTIVE, DIRECTORS, OFFICERS AND SHAREHOLDERS FROM ANY AND ALL CLAIMS,
LOSSES, EXPENSES, OBLIGATION AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS
FEES) WHICH ARISE OR RESULT FROM THE ADVISOR'S WILLFUL MISFEASANCE, BAD FAITH,
OR GROSS NEGLIGENCE OR RECKLESS DISREGARD OF ITS DUTIES HEREUNDER.
10. APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY MARYLAND LAW, AND ANY DISPUTE ARISING FROM THIS AGREEMENT OR THE
SERVICES RENDERED HEREUNDER SHALL BE RESOLVED THROUGH LEGAL PROCEEDINGS, WHETHER
STATE, FEDERAL, OR OTHERWISE, CONDUCTED IN THE STATE OF MARYLAND OR IN SUCH
OTHER MANNER OR JURISDICTION AS SHALL BE MUTUALLY AGREED UPON BY THE PARTIES
HERETO.
11. MISCELLANEOUS. EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTS
AND EXECUTE SUCH FURTHER DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES
HEREOF. THE CAPTIONS IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY AND IN
NO WAY DEFINE OR DELIMIT ANY OF THE PROVISIONS HEREOF OR OTHERWISE AFFECT THEIR
CONSTRUCTION OR EFFECT.
IN WITNESS WHEREOF, AND HAVE EACH CAUSED THIS INSTRUMENT TO BE SIGNED IN
DUPLICATE ON ITS BEHALF BY ITS DULY AUTHORIZED REPRESENTATIVE, ALL AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.
ATTEST: XXXXXXX ASSET MANAGEMENT COMPANY, INC.
BY: XXXXX XXXXXX XXXXXX BY: XXXXXXX X. XXXXXXXXX
ASSISTANT SECRETARY SENIOR VICE PRESIDENT
ATTEST: XXXXXX XXXXXXXXX INTERNATIONAL, LTD.
BY: XXXXX X. XXXX BY: GASIN X. XXXXXX
VICE PRESIDENT PRESIDENT "CHIEF OPERATING OFFICER"
SCHEDULE A
TO THE
INVESTMENT
SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
AND
XXXXXX XXXXXXXXX INTERNATIONAL, LTD.
AS COMPENSATION PURSUANT TO SECTION 4 OF THE SUB-ADVISORY AGREEMENT BETWEEN
XXXXXXX ASSET MANAGEMENT COMPANY (THE "ADVISOR") AND XXXXXX XXXXXXXXX
INTERNATIONAL, LTD. (THE "SUB-ADVISOR"), THE ADVISOR SHALL PAY THE SUB-ADVISOR A
SUB-ADVISORY FEE, AT THE FOLLOWING PERCENTAGE RATES OF THE AVERAGE DAILY NET
ASSETS OF THE XXXXXXX WORLD VALUES FUND, INC., GLOBAL EQUITY FUND ("FUND") UNDER
MANAGEMENT BY THE SUB-ADVISOR:
0.45% OF ASSETS UP TO $250 MILLION;
0.425% OF THE NEXT $250 MILLION IN ASSETS; AND
0.400% OF THE ASSETS IN EXCESS OF $500 MILLION.
PROVIDED, HOWEVER, THAT, PRIOR TO JANUARY 1, 1993, THE SUB-ADVISOR SHALL
RECEIVE NO SUB-ADVISORY FEE UNTIL FUND NET ASSETS ARE AT LEAST $20 MILLION, AND
WHILE NET ASSETS ARE BETWEEN $20 MILLION AND $40 MILLION, SHALL RECEIVE ONLY
HALF OF THE SUB-ADVISORY FEES TO WHICH IT WOULD OTHERWISE BE ENTITLED.
5/14/92
BK:SB: MJ SUB-ADV. AGRMT - WORLD VAL
