Exhibit (d)(2)
SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX EQUITY FUNDS
XXXXXXXXX XXXXXX MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxxxxxx Xxxxxx, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We have entered into a Management Agreement with Xxxxxxxxx Xxxxxx Equity Funds
("Trust") with respect to several of its series ("Series"), as set forth in
Schedule A hereto, pursuant to which we are to act as investment adviser to such
Series. We hereby agree with you as follows:
1. You agree for the duration of this Agreement to furnish us with such
investment recommendations and research information, of the same type
as that which you from time to time provide to your employees for use
in managing client accounts, all as we shall reasonably request. In
the absence of willful misfeasance, bad faith or gross negligence in
the performance of your duties, or of the reckless disregard of your
duties and obligations hereunder, you shall not be subject to
liability for any act or omission or any loss suffered by any Series
or its security holders in connection with the matters to which this
Agreement relates.
2. In consideration of your agreements set forth in paragraph 1 above,
we agree to pay you on the basis of direct and indirect costs to you
of performing such agreements. Indirect costs shall be allocated on a
basis mutually satisfactory to you and to us.
3. As used in this Agreement, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a)(4) and 2(a)(42), respectively,
of the Investment Company Act of 1940, as amended.
This Agreement shall terminate automatically in the event of its
assignment, or upon termination of the Management Agreement between the Trust
and the undersigned.
This Agreement may be terminated at any time, without the payment of any
penalty, (a) with respect to any Series by the Trustees of the Trust or by vote
of a majority of the outstanding securities of such Series or by the undersigned
on not less than sixty days' written notice addressed to you at your principal
place of business; and (b) by you, without the payment of any penalty, on not
less than thirty nor more than sixty days' written notice addressed to the Trust
and the undersigned at the Trust's principal place of business.
This Agreement shall remain in full force and effect with respect to each
Series listed in Schedule A on the date hereof until October 31, 2005 (unless
sooner terminated as provided above) and from year to year thereafter only so
long as its continuance is approved in the manner required by the Investment
Company Act of 1940, as from time to time amended.
Schedule A to this Agreement may be modified from time to time to reflect
the addition or deletion of a Series from the terms of this Agreement. With
respect to each Series added by execution of an addendum to Schedule A, the term
of this Agreement shall begin on the date of such execution and, unless sooner
terminated as provided above, this Agreement shall remain in effect to October
31 of the year following the year of execution and from year to year thereafter
only so long as its continuance is approved in the manner required by the
Investment Company Act of 1940, as from time to time amended.
If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart hereof and return the same to us.
The foregoing is hereby accepted as of the date hereof.
Very truly yours,
XXXXXXXXX XXXXXX MANAGEMENT INC.
/s/Xxxxxx Xxxxx
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By: Xxxxxx Xxxxx
Title: Senior Vice President
XXXXXXXXX XXXXXX, LLC
/s/Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx
Title: Executive Vice President
Date: November 3, 2003
SCHEDULE A
SERIES OF XXXXXXXXX XXXXXX EQUITY FUNDS
Xxxxxxxxx Xxxxxx Century Fund
Xxxxxxxxx Xxxxxx Xxxxxxxx Fund
Xxxxxxxxx Xxxxxx Focus Fund
Xxxxxxxxx Xxxxxx Genesis Fund
Xxxxxxxxx Xxxxxx Guardian Fund
Xxxxxxxxx Xxxxxx International Fund
Xxxxxxxxx Xxxxxx Manhattan Fund
Xxxxxxxxx Xxxxxx Millennium Fund
Xxxxxxxxx Xxxxxx Partners Fund
Xxxxxxxxx Xxxxxx Real Estate Fund
Xxxxxxxxx Xxxxxx Regency Fund
Xxxxxxxxx Xxxxxx Socially Responsive Fund
Date: November 3, 2003
