SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated ________,
199_, between AMT Capital Advisers, Inc., a Delaware
corporation (the "Adviser") and Delphi Asset Management, a
New York partnership (the "Sub-Adviser").
In consideration of the mutual agreements herein made,
the parties hereto agree as follows:
1. Attorney-in-Fact. The Adviser appoints the
Sub-Adviser as its attorney-in-fact to invest and reinvest the
assets of the U.S. Selected Growth Portfolio (the "Portfolio")
of AMT Capital Fund, Inc. (the "Fund"), as fully as the Adviser
itself could do. The Sub-Adviser hereby accepts this
appointment.
2. Duties of the Sub-Adviser. (a) The Sub-
Adviser shall be responsible for coordinating with the Adviser
in managing the investment portfolio of the Portfolio,
including, without limitation, providing investment research,
advice and supervision, determining with the Adviser which
portfolio securities shall be purchased or sold by the Portfolio,
purchasing and selling securities on behalf of the Portfolio and
determining with the Adviser how voting and other rights with
respect to portfolio securities of the Portfolio shall be exercised
subject in each case to the control of the Board of Directors of
the Fund (the "Board") and in accordance with the objectives,
policies and principles of the Portfolio set forth in the
Prospectus as delineated in the section entitled "Investment
Objectives and Policies" and in the Statement of Additional
Information, as amended, of the Fund, the requirements of the
Investment Company Act of 1940, as amended, (the "Act")
and other applicable law. In performing such duties, the Sub-
Adviser shall provide such office space, and such executive and
other personnel as shall be necessary for the operations of the
Portfolio. In managing the Portfolio in accordance with the
requirements set forth in this paragraph 2, the Sub-Adviser
shall be entitled to act upon advice of counsel to the Fund,
counsel to the Adviser or counsel to the Sub-Adviser.
(b) Subject to Section 36 of the Act (relating to breach
of fiduciary authority), the Sub-Adviser shall not be liable to
the Adviser or the Fund for any error of judgment or mistake
of law or for any loss arising out of any investment or for any
act or omission in the management of the Portfolio and the
performance of its duties under this Agreement except for
losses arising out of the Sub-Adviser's fraud, willful
misfeasance or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this Agreement. It is agreed that the Sub-Adviser
shall have no responsibility or liability for the accuracy or
completeness of the Fund's Registration Statement under the
Act and the Securities Act of 1933 except for information
about the Sub-Adviser contained in the Prospectus included as
part of such Registration Statement supplied by the Sub-
Adviser for inclusion therein. The Adviser agrees to indemnify
the Sub-Adviser for any claims, losses, costs, damages, or
expenses (including fees and disbursements of counsel, but
excluding the ordinary expenses of the Sub-Adviser arising
from the performance of its duties and obligations under this
Agreement) whatsoever arising out of the performance of this
Agreement except for those claims, losses, costs, damages and
expenses resulting from the Sub-Adviser's fraud, willful
misfeasance or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(c) The Sub-Adviser and its officers may act and
continue to act as investment advisers and managers for others
(including, without limitation, other investment companies),
and nothing in this Agreement will in any way be deemed to
restrict the right of the Sub-Adviser to perform investment
management or other services for any other person or entity,
and the performance of such services for others will not be
deemed to violate or give rise to any duty or obligation to the
Fund.
(d) Except as provided in Paragraph 5, nothing in this
Agreement will limit or restrict the Sub-Adviser or any of its
officers, affiliates or employees from buying, selling or trading
in any securities for its or their own account or accounts. The
Adviser acknowledges that the Sub-Adviser and its officers,
affiliates or employees, and its other clients may at any time
have, acquire, increase, decrease or dispose of positions in
investments which are at the same time being acquired or
disposed of for the account of the Portfolio subject to the
requirements of the Act, and the rules thereunder. The Sub-
Adviser will have no obligation to acquire for the Portfolio a
position in any investment which the Sub-Adviser, its officers,
affiliates or employees may acquire for its or their own
accounts or for the account of another client, if in the sole
discretion of the Sub-Adviser, it is not feasible or desirable to
acquire a position in such investment for the account of the
Portfolio. The Sub-Adviser represents that it has adopted a
code of ethics governing personal trading that complies in all
material respects with the recommendations contained in the
Investment Company Institute "Report of the Advisory Group
on Personal Investing," dated May 9, 1994, and the Adviser
agrees to furnish a copy of such code of ethics to the Directors
of the Fund.
(e) If the purchase or sale of securities consistent with
the investment policies of the Portfolio and one or more other
clients serviced by the Sub-Adviser is considered at or about
the same time, transactions in such securities will be allocated
among the Portfolio and clients in a manner deemed fair and
reasonable by the Sub-Adviser. Although there is no specified
formula for allocating such transactions, the various allocation
methods used by the Sub-Adviser, and the results of such
allocations, are subject to periodic review by the Board.
3. Expenses. The Sub-Adviser shall pay all of its
expenses arising from the performance of its obligations under
this Agreement except as provided in Section 2(b) of this
Agreement.
4. Compensation. (a) As compensation for
the services performed and the facilities and personnel provided
by the Sub-Adviser pursuant to this Agreement, the Adviser
will pay to the Sub-Adviser promptly by the tenth of each
month following the relevant month, a fee, calculated on each
day during such relevant month, at an annual rate of 0.65% of
the Portfolio's average daily net assets on the first $50 million
of assets and 0.60 % of the Portfolio's average daily net assets
for all amounts over $50 million.
(b) If the Sub-Adviser shall serve hereunder for less
than the whole of any month, the fee payable hereunder shall be
prorated.
(c) For purposes of this Section 4, the "average daily
net assets" of the Portfolio shall mean the average of the values
placed on the Portfolio's net assets on each day pursuant to the
applicable provisions of the Fund's Registration Statement, as
amended.
5. Purchase and Sale of Securities. The Sub-
Adviser shall purchase securities from or through and sell
securities to or through such persons, brokers or dealers as the
Sub-Adviser shall deem appropriate in order to carry out the
policy with respect to the allocation of portfolio transactions as
set forth in the Registration Statement of the Fund, as
amended, or as the Board may direct from time to time. The
Sub-Adviser will use reasonable efforts to execute all purchases
and sales with dealers and banks on a best available price and
most favorable execution basis. The Sub-Adviser will consider
the full range and quality of services offered by the executing
broker or dealer when making these determinations. Neither
the Sub-Adviser nor any of its officers, affiliates, or employees
will act as principal or receive any compensation from the
Portfolio in connection with the purchase or sale of investments
for the Portfolio other than the fee referred to in Paragraph 4
hereof.
6. Term of Agreement. This Agreement shall
continue in full force and effect until two years from the date
hereof, and will continue in effect from year to year thereafter if
such continuance is approved in the manner required by the
Act, provided that this Agreement is not otherwise terminated.
The Sub-Adviser and the Adviser may terminate this
Agreement at any time, without payment of penalty, upon 60
days' written notice to any other party hereto. The Fund may
terminate this Agreement with respect to the Portfolio at any
time, without payment of penalty, on 60 days' written notice to
the Sub-Adviser by vote of either the majority of the non-
interested members of the Board or a majority of the
outstanding stockholders of the Portfolio. This Agreement will
automatically terminate in the event of its assignment (as
defined by the Act).
7. Fee Waivers. The Sub-Adviser agrees to
waive all or a portion of its fee to the extent necessary to meet
the voluntary expense cap stated in the Fund's Registration
Statement, as amended, based on a formula whereby the
Adviser, Sub-Adviser, and Administrator share in the waiving
of their respective fees on a pro rata basis so long as the
Adviser and Administrator continue to waive their fees.
8. Changes in Membership. The Sub-Adviser
is a partnership and, pursuant to the New York State Law and
the Investment Advisers Act of 1940, shall notify the Fund of
any change in the membership of such partnership within a
reasonable time after the change.
9. Miscellaneous. This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to
require or to impose any duty upon either of the parties to do
anything in violation of any applicable laws or regulations.
IN WITNESS WHEREOF, the Adviser and the Sub-
Adviser have caused this Agreement to be executed by their
duly authorized officers as of the date first written above.
ATTEST DELPHI ASSET MANAGEMENT
By:_______________________ By:_______________________
Title:______________________
ATTEST AMT CAPITAL ADVISERS, INC.
By:_______________________ By:_______________________
Xxxx X. Xxxxxx
President
