SUB-ADVISORY AGREEMENT
AGREEMENT made as of the 31st day of August, 1992 by and among Xxxxxxx
XXXXX (SUISSE) INVESTMENT MANAGE S.A., a corporation organized under the laws of
Switzerland (hereinafter referred to as "MLSIM"), Xxxxxxx XXXXX ASSET MANAGEMENT
U.K. LTD., a corporation organized under the laws of England and Wales
(hereinafter referred to as "MLAM U.K."), and XXXXXXX XXXXX CONSULTS IRNATIONAL
PORTFOLIO, an unincorporated business trust under the laws of the Commonwealth
of Massachusetts (the "Fund").
WITNESSETH:
WHEREAS, the Fund is engaged in business as a diversified open-end
management investment company registered under the Investment Company Act of
1940, as amended ("hereinafter referred to as the "Investment Company Act"); and
WHEREAS, MLSIM and MLAM U.K. are engaged principally in rendering
investment advisory services and are registered as investment advisers under the
Investment Advisers Act of 1940; and
WHEREAS, MLSIM has entered into an investment advisory agreement with the
Fund (the "Advisory Agreement"), dated August 31, 1992, pursuant to which MLSIM
will provide investment advisory and management services to the Fund; and
WHEREAS, MLAM U.K. is willing to provide sub-advisory services to MLSIM
with respect to the cash position of the Fund on the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the covenants
hereinafter contained, MLAM U.K. and MLSIM hereby agree as follows:
ARTICLE I
Duties of MLAM U.K.
MLSIM hereby employs MLAM U.K. to act as sub-adviser to MLSIM and to
furnish, or arrange for affiliates to furnish, certain investment advisory
services with respect to the cash position of the Fund, as described below,
subject to the supervision of MLSIM and the Trustees of the Fund, for the period
and on the terms and conditions set forth in this Agreement. MLAM U.K. hereby
accepts such employment and agrees during such period to render, or arrange for
the rendering of, such services and to assume the obligations herein set forth
for the compensation from MLSIM provided for herein. MLAM U.K. and its
affiliates shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
MLAM U.K. shall provide MLSIM with such investment research, advice and
supervision as the latter may from time to time consider necessary for the
proper management of the portion of the cash position of the Fund for which
MLSIM determines MLAM U.K. shall serve as sub-adviser. All advice and
recommendations provided by MLAM U.K. shall be subject to the restrictions of
the Declaration of Trust and By-Laws of the Fund, as amended from time to time,
the provisions of the Investment Company Act and the statements relating to the
Fund's investment objectives, investment policies and investment restrictions as
the same are set forth in the currently effective prospectus and statement of
additional information relating to the shares of the Fund under the Securities
Act of 1933, as amended (the "Prospectus" and "Statement of Additional
Information", respectively).
ARTICLE II
Allocation of Charges and Expenses
MLAM U.K. assumes and shall pay for maintaining the staff and personnel
necessary to perform its obligations under this Agreement, and shall at its own
expense, provide the office space, equipment and facilities which it is
obligated to provide under Article I hereof, and shall pay all compensation of
officers of the Fund and all Trustees of the Fund who are affiliated persons of
MLAM U.K.
ARTICLE III
Compensation of MLAM U.K.
For the services rendered, the facilities furnished and expenses assumed by
MLAM U.K., MLSIM, and not the Fund, shall pay to MLAM U.K. such compensation as
MLSIM and MLAM U.K. shall agree upon from time to time.
ARTICLE IV
Limitation of Liability of MLAM U.K.
MLAM U.K. shall not be liable for any errorof judgment or mistake of law or
for any loss arising out of any investment or for any act of omission in the
performance of sub-advisory services rendered with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. As used in this Article IV, MLAM U.K. shall include any affiliates of
MLAM U.K. performing services for MLSIM contemplated hereby and directors,
officers and employees of MLAM U.K. and such affiliates.
ARTICLE V
Activities of MLAM U.K.
The services of MLAM U.K. to the Fund are not to be deemed to be exclusive,
and MLAM U.K. and any person controlled by or under common control with MLAM
U.K. (for purposes of this Article V referred to as "affiliates") is free to
render services to others. It is, understood that Trustees, officers, employees
and shareholders of the Fund are or may become interested in MLAM U.K. and its
affiliates, as directors, officers, employees and shareholders of MLAM U.K. and
its affiliates are or may become similarly interested in the Fund, and that MLAM
U.K. and directors, officers, employees, partners and shareholders of its
affilates may become interested in the Fund as shareholders or otherwise.
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first above written
and shall remain in force until August 31, 1994 and thereafter, but only so long
as such continuances is specifically approved at least annually by (i) the
Trustees of the Fund, or by the vote of a majority of the outstanding voting
securities of the Fund, and (ii) a majority of those Trustees who are not
parties to this Agreement or interested persons of any such party cast in person
at meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by MLSIM or by vote of a majority of the outstanding voting securities
of the Fund, or by MLAM U.K., on sixty days' written notice to the other party.
This Agreement shall automatically terminate in the event of its assignment or
in the event of the termination of the Advisory Agreement.
ARTICLE VII
Amendments of this Agreement
This Agreement may be amended by the parties only if such amendment is
specifically approved by (i) the Trustees of the Fund, or by the vote of a
majority of outstanding voting securities of the Fund, and (ii) a majority of
those Trustees who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on
such approval.
ARTICLE VIII
Definitions of Certain Terms
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company 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.
ARTICLE IX
Governing Law
This Agreement shall be construed in accordance with laws of the State of
New York and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company act, the later shall control.
ARTICLE X
Personal Liability
The Declaration of Trust establishing the Fund dated June 26, 1992, a copy
of which, together with all amendments thereto (the "Declaration"), is on file
in the office of the Secretary of the Commonwealth of Massachusetts, provides
that the name "Xxxxxxx Xxxxx Consults International Portfolio" refers to the
Trustees under the Declaration collectively as trustees, but not as individuals
or personally, and no Trustee, shareholder, officer, employee or agent of the
Fund shall be held to any personal liability, nor shall resort be had to their
private property for satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Fund, but the "Trust Property" only shall be
liable.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX XXXXX (SUISSE) INVESTMENT
MANAGEMENT S.A.
By: /s/
----------------------------
XXXXXXX XXXXX ASSET MANAGEMENT U.K. LTD.
By: /s/
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XXXXXXX XXXXX CONSULTS INTERNATIONAL
PORTFOLIO
By: /s/
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