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EX-99.B5(b)
SUB-ADVISORY AGREEMENT
AGREEMENT made this ____ day of _______, 1995, by and
between XXXXXX FINANCIAL SERVICES, INC., a Delaware corporation
(the "Adviser") and DREMAN VALUE ADVISORS, INC., a Delaware
corporation (the "Sub-Adviser").
WHEREAS, XXXXXX VALUE PLUS GROWTH FUND, a Massachusetts
business trust (the "Fund") is an open-end management investment
company registered under the Investment Company Act of 1940, the
shares of beneficial interest ("Shares") of the initial series of
which are registered under the Securities Act of 1933;
WHEREAS, the Fund has retained the Adviser to render to it
investment advisory and management services pursuant to an
Investment Management Agreement, dated ___________________, 1995
(the "Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the
Sub-Adviser to render investment advisory and management services
with respect to that portion of the Fund's portfolio allocated to
the Sub-Adviser by the Adviser for management and the Sub-Adviser
is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. The Adviser hereby employs the Sub-Adviser to manage the
investment and reinvestment of the assets of the Fund allocated
by the Adviser in its sole discretion to the Sub-Adviser for
management in accordance with the applicable investment
objectives and policies and limitations and subject to the
supervision of the Adviser and the Board of Trustees of the Fund
for the period and upon the terms herein set forth, and to place
orders for the purchase or sale of portfolio securities for the
Fund's account with brokers or dealers selected by the
Sub-Adviser; and, in connection therewith, the Sub-Adviser is
authorized as the agent of the Fund to give instructions to the
Custodian of the Fund as to the deliveries of securities and
payments of cash for the account of the Fund. In connection with
the selection of such brokers or dealers and the placing of such
orders, the Sub-Adviser is directed to seek for the Fund best
execution of orders. Subject to such policies as the Board of
Trustees of the Fund determines, the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty,
created by this Agreement or otherwise, solely by reason of its
having caused the Fund to pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of
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the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Sub-Adviser
determined in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer viewed in terms of
either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the clients of the Sub-Adviser
as to which the Sub-Adviser exercises investment discretion. The
Adviser recognizes that all research services and research that
the Sub-Adviser receives or generates are available for all
clients of the Sub-Adviser, and that the Fund and other clients
of the Sub-Adviser may benefit thereby. The investment of funds
shall be subject to all applicable restrictions of the Agreement
and Declaration of Trust and By-Laws of the Fund as may from time
to time be in force.
The Sub-Adviser accepts such employment and agrees during
such period to render such investment management services, to
furnish related office facilities and equipment and clerical,
bookkeeping and administrative services for the Fund, to permit
any of its officers or employees to serve without compensation as
trustees or officers of the Fund if elected to such positions and
to assume the obligations herein set forth for the compensation
herein provided. The Sub-Adviser shall for all purposes herein
provided be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no
authority to act for or represent the Fund or the Adviser in any
way or otherwise be deemed an agent of the Fund or the Adviser.
It is understood and agreed that the Sub-Adviser, by separate
agreements with the Fund, may also serve the Fund in other
capacities.
2. In the event that the Fund establishes one or more
additional series with respect to which the Adviser desires to
retain the Sub-Adviser to render investment advisory and
management services hereunder, the Adviser shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render
such services, it shall notify the Adviser in writing whereupon
such series shall become subject to this agreement.
3. For the services and facilities described in Section 1, the
Adviser will pay to the Sub-Adviser at the end of each calendar
month, a sub-advisory fee computed at an annual rate of .25 of 1%
of the Fund's average daily net assets.
The fee as computed above shall be computed separately for,
and charged as an expense of, each series of the Fund based upon
the average daily net assets of such series. For the month and
year in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the
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number of days that the Agreement is in effect during the month
and year, respectively.
4. The services of the Sub-Adviser under this Agreement are not
to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services or other services to others so long as
its services hereunder are not impaired thereby.
5. The Sub-Adviser shall arrange, if desired by the Fund, for
officers or employees of the Sub-Adviser to serve, without
compensation from the Fund, as trustees, officers or agents of
the Fund if duly elected or appointed to such positions and
subject to their individual consent and to any limitations
imposed by law.
6. The net asset value for each series of the Fund shall be
calculated in accordance with the provisions of the Fund's
prospectus or as the trustees may determine in accordance with
the provisions of the Investment Company Act of 1940. On each
day when net asset value is not calculated, the net asset value
of a series shall be deemed to be the net asset value of such
series as of the close of business on the last day on which such
calculation was made for the purpose of the foregoing
computations.
7. Subject to applicable statutes and regulations, it is
understood that certain trustees, officers or agents of the Fund
are or may be interested in the Sub-Adviser as officers,
directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Sub-Adviser
may be interested in the Fund otherwise than as a trustee,
officer or agent.
8. The Sub-Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the Fund or the
Adviser in connection with the matters to which this Agreement
relates, except loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Sub-Adviser in the
performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.
9. This Agreement shall become effective with respect to the
initial series of the Fund on the date hereof and shall remain in
full force until March 1, 1997, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force
from year to year thereafter with respect to each series, but
only as long as such continuance is specifically approved for
each series at least annually in the manner required by the
Investment Company Act of 1940 and the rules and regulations
thereunder; provided, however, that if the continuation of this
Agreement is not approved for a series, the Sub-Adviser may
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continue to serve in such capacity for such Portfolio in the
manner and to the extent permitted by the Investment Company Act
of 1940 and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of
its assignment or in the event of the termination of the
Management Agreement and may be terminated at any time with
respect to any series without the payment of any penalty by the
Adviser or by the Sub-Adviser on sixty (60) days written notice
to the other party. The Fund may effect termination with respect
to any series without payment of any penalty by action of the
Board of Trustees or by vote of a majority of the outstanding
voting securities of such series on sixty (60) days written
notice to the Adviser and the Sub-Adviser.
This Agreement may be terminated with respect to any series
at any time without the payment of any penalty by the Board of
Trustees of the Fund, by vote of a majority of the outstanding
voting securities of such series or by the Adviser in the event
that it shall have been established by a court of competent
jurisdiction that the Sub-Adviser or any officer or director of
the Sub-Adviser has taken any action which results in a breach of
the covenants of the Sub-Adviser set forth herein.
The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth
in the Investment Company Act of 1940 and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of
the Sub-Adviser to receive payments on any unpaid balance of the
compensation described in Section 3 earned prior to such
termination.
10. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
11. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
12. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
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13. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supersedes all prior
agreements between the parties relating to the subject matter
hereof.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have
caused this Agreement to be executed as of the day and year first
above written.
XXXXXX FINANCIAL SERVICES, INC.
By:_____________________________
Title:__________________________
ATTEST:
____________________________
Title:______________________
DREMAN VALUE ADVISORS, INC.
By:_____________________________
Title:__________________________
ATTEST:
____________________________
Title:______________________
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