Exhibit d (iii) under Form N-1A
Exhibit 10 under Item 601/Reg. X-X
Xxxxx Funds
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Xxxxx Investment Corp., a Virginia
corporation (hereinafter referred to as "Adviser") and Xxxxx Investment
Management Corporation., a Delaware corporation located in Washington, D.C.
(hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to the portfolios of the Xxxxx Funds ("Trust") indicated on
exhibits to this Agreement (the "Funds"), such investment advice, statistical
and other factual information, as may from time to time be reasonably requested
by Adviser for the Fund which may be offered in one or more classes of shares
("Classes").
2. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the
exhibits hereto.
Notwithstanding any other provision of this Agreement, the Sub-Adviser
may from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Sub-Adviser may, by notice to the Trust on behalf of the
Fund, voluntarily declare to be effective.
3. This Agreement shall begin for the Fund on the date that the
parties execute an exhibit to this Agreement relating to such Fund and shall
continue in effect for the Fund for two years from the date of its execution
and from year to year thereafter, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Trust in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter
that it does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be
terminated at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of a majority of the outstanding voting securities
(as defined in Section 2(a)(42) of the Act) of the Fund on sixty (60) days'
written notice to Adviser; (b) by Sub-Adviser or Adviser upon 120 days' written
notice to the other party to the Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Investment
Company Act of 1940); or
(b) in the event of termination of the Investment Advisory
Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified
to act as an investment adviser to the Fund, neither Adviser nor Sub-Adviser
shall act as an investment adviser (as such term is defined in the Investment
Company Act of 1940) to the Fund except as provided herein and in the
Investment Advisory Contract or in such other manner as may be expressly agreed
between Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the
Trustees of the Trust pursuant to the provisions of Paragraph 3 of this
Agreement or Paragraph 6 of the Investment Advisory Contract, the remaining
party, Sub-Adviser or Adviser as the case may be, shall not be prohibited from
serving as an investment adviser to such Fund by reason of the provisions of
this Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Trustees of the Trust, including a majority of Trustees who
are not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Investment Company Act of 1940, of any such party at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, by
the holders of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Investment Company Act of 1940) of the Fund.
Exhibit A
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Bond Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit B
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Intermediate Tax Free Bond Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit C
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Long Term Tax Free Bond Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit X
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Treasury Money Market Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .13% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit E
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Prime Money Market Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .13% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit F
Xxxxx Funds
Sub-Advisory Contract
Xxxxx U.S. Government Securities Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit G
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Stock Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .30% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
Exhibit H
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Small Company Stock Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .40% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily,
and paid daily as set forth in the Primary Advisory Contract dated September 1,
2000.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 2000.
Xxxxx Investment Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx, III
--------------------------------
Name: .Xxxxxxx X. Xxxxxxxx, III
Title: Managing Director
Xxxxx Investment Management Corporation
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
