XXXX XXXXXXX DECLARATION TRUST
Xxxx Xxxxxxx V.A. International Fund
Interim Sub-Investment Management Contract
Dated December 14, 2000
XXXX XXXXXXX ADVISERS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXX XXXXXXX DECLARATION TRUST
- Xxxx Xxxxxxx V.A. International Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT
000 Xxxx Xxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Interim Sub-Investment Management Contract
Ladies and Gentlemen:
Xxxx Xxxxxxx Declaration Trust (the "Trust") has been organized as a business
trust under the laws of The Commonwealth of Massachusetts to engage in the
business of an investment company. The Trust's shares of beneficial interest may
be classified into series, each series representing the entire undivided
interest in a separate portfolio of assets. Series may be established or
terminated from time to time by action of the Board of Trustees of the Trust. As
of the date hereof, the Trust has fifteen series of shares, representing
interests in Xxxx Xxxxxxx V.A. Xxxx Xxxx, Xxxx Xxxxxxx V.A. Large Cap Growth
Xxxx, Xxxx Xxxxxxx V.A. Small Cap Growth Xxxx, Xxxx Xxxxxxx V.A. 500 Index Xxxx,
Xxxx Xxxxxxx V.A. Financial Industries Xxxx, Xxxx Xxxxxxx V.A. Relative Value
Xxxx, Xxxx Xxxxxxx V.A. High Yield Bond Xxxx, Xxxx Xxxxxxx V.A. Core Equity
Xxxx, Xxxx Xxxxxxx V.A. International Xxxx, Xxxx Xxxxxxx V.A. Money Market Xxxx,
Xxxx Xxxxxxx V.A. Regional Bank Xxxx, Xxxx Xxxxxxx V.A. Sovereign Investors
Xxxx, Xxxx Xxxxxxx V.A. Mid Cap Growth Xxxx, Xxxx Xxxxxxx V.A. Technology Fund
and Xxxx Xxxxxxx V.A. Strategic Income Fund. The Board of Trustees of the Trust
(the "Trustees") has selected Xxxx Xxxxxxx Advisers, Inc. (the "Adviser") to
provide overall investment advice and management for the Xxxx Xxxxxxx V.A.
International Fund (the "Fund"), and to provide certain other services, under
the terms and conditions provided in the Investment Management Contract, dated
August 29, 1996, between the Trust, the Fund and the Adviser (the "Investment
Management Contract"). The Adviser and the Trustees have selected
Xxxxxxxx-Xxxxxxxxx Capital Management (the "Sub-Adviser") to provide the Adviser
and the Fund with the advice and services set forth below, and the Sub-Adviser
is willing to provide such advice and services, subject to the review of the
Trustees and overall supervision of the Adviser, under the terms and conditions
hereinafter set forth. The Sub-Adviser hereby represents and warrants that it is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. Accordingly, the Trust, on behalf of the Fund, and the Adviser agree
with the Sub-Adviser as follows: 1. Delivery of Documents. The Trust has
furnished the Sub-Adviser with copies, properly certified or otherwise
authenticated, of each of the following: (a) Declaration of Trust of the Trust,
dated November 15, 1995, as amended from time to time (the "Declaration of
Trust"); (b) By-Laws of the Trust as in effect on the date hereof; (c)
Resolutions of the Trustees approving the form of this Agreement by and among
the Adviser, the Sub-Adviser and the Trust, on behalf of the Fund; (d)
Resolutions of the Trustees selecting the Adviser as investment adviser for the
Fund and approving the form of the Investment Management Contract; (e) the
Investment Management Contract; (f) the Fund's portfolio compliance checklists;
(g) the Fund's current Registration Statement, including the Fund's Prospectus
and Statement of Additional Information; and (h) the Fund's Code of Ethics. The
Trust will furnish to the Sub-Adviser from time to time copies, properly
certified or otherwise authenticated, of all amendments of or supplements to the
foregoing, if any. 2. Investment Services. The Sub-Adviser will use its best
efforts to provide to the Fund continuing and suitable investment advice with
respect to investments, consistent with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus and Statement of
Additional Information. In the performance of the Sub-Adviser's duties
hereunder, subject always (x) to the provisions contained in the documents
delivered to the Sub- Adviser pursuant to Section 1, as each of the same may
from time to time be amended or supplemented, and (y) to the limitations set
forth in the Registration Statement of the Trust, on behalf of the Fund, as in
effect from time to time under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended (the "1940 Act"), the Sub-Adviser
will have investment discretion with respect to the Fund and will, at its own
expense: (a) furnish the Adviser and the Fund with advice and recommendations,
consistent with the investment policies, objectives and restrictions of the Fund
as set forth in the Fund's Prospectus and Statement of Additional Information,
with respect to the purchase, holding and disposition of portfolio securities
including the purchase and sale of options; (b) furnish the Adviser and the Fund
with advice as to the manner in which voting rights, subscription rights, rights
to consent to corporate action and any other rights pertaining to the Fund's
assets shall be exercised, the Fund having the responsibility to exercise such
voting and other rights; (c) furnish the Adviser and the Fund with research,
economic and statistical data in connection with the Fund's investments and
investment policies; (d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably request; (e) subject to prior
consultation with the Adviser, engage in negotiations relating to the Fund's
investments with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors; (f) The Sub-Adviser shall have full
authority and discretion to select brokers and dealers to execute portfolio
transactions for the Fund and for the selection of the markets on or in which
the transaction will be executed. In providing the Fund with investment
management, it is recognized that the Sub-Adviser will give primary
consideration to securing the most favorable price and efficient execution
considering all circumstances. Within the framework of this policy, the
Sub-Adviser may consider the financial responsibility, research and investment
information and other research services and products provided by brokers or
dealers who may effect or be a party to any such transaction or other
transactions to which the Sub-Adviser's other clients may be a party. It is
understood that it is desirable for the Fund that the Sub-Adviser have access to
brokerage and research services and products and security and economic analysis
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund than broker-dealers that do not provide such brokerage and research
services. Therefore, in compliance with Section 28(e) of the Securities Exchange
Act of 1934 ("1934 Act"), the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Fund with such brokers, that provide
brokerage and research products and/or services that charge an amount of
commission for effecting securities transaction in excess of the amount of
commission another broker would have charged for effecting that transaction,
provided the Sub-Adviser determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Adviser for
this or other advisory accounts, subject to review by the Adviser from time to
time with respect to the extent and continuation of this practice. It is
understood that the information, services and products provided by such brokers
may be useful to the Sub-Adviser in connection with the Sub-Adviser's services
to other clients; (g) from time to time or at any time requested by the Adviser
or the Trustees, make reports to the Adviser or the Trust of the Sub-Adviser's
performance of the foregoing services; (h) subject to the supervision of the
Adviser, maintain all books and records with respect to the Fund's securities
transactions required by the 1940 Act, and preserve such records for the periods
prescribed therefor by the 1940 Act (the Sub-Adviser agrees that such records
are the property of the Trust and copies will be surrendered to the Trust
promptly upon request therefor); (i) give instructions to the Fund's custodian
as to deliveries of securities to and from such custodian and transfer of
payment of cash for the account of the Fund, and advise the Adviser on the same
day such instructions are given; and (j) cooperate generally with the Fund and
the Adviser to provide information necessary for the preparation of registration
statements and periodic reports to be filed with the Securities and Exchange
Commission, including Form N-1A, periodic statements, shareholder communications
and proxy materials furnished to holders of shares of the Fund, filings with
state "blue sky" authorities and with United States agencies responsible for tax
matters, and other reports and filings of like nature. 3. Expenses Paid by the
Sub-Adviser. The Sub-Adviser will pay the cost of maintaining the staff and
personnel necessary for it to perform its obligations under this Agreement, the
expenses of office rent, telephone, telecommunications and other facilities it
is obligated to provide in order to perform the services specified in Section 2,
and any other expenses incurred by it in connection with the performance of its
duties hereunder. 4. Expenses of the Fund Not Paid by the Sub-Adviser. The
Sub-Adviser will not be required to pay any expenses which this Agreement does
not expressly make payable by the Sub- Adviser. In particular, and without
limiting the generality of the foregoing but subject to the provisions of
Section 3, the Sub-Adviser will not be required to pay under this Agreement: (a)
the compensation and expenses of Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed by the
Trust or the Fund other than through the Sub-Adviser; (b) legal, accounting and
auditing fees and expenses of the Trust or the Fund; (c) the fees and
disbursements of custodians and depositories of the Trust or the Fund's assets,
transfer agents, disbursing agents, plan agents and registrars; (d) taxes and
governmental fees assessed against the Trust or the Fund's assets and payable by
the Trust or the Fund; (e) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to shareholders of the Trust
or the Fund except that the Sub-Adviser shall bear the costs of providing the
information referred to in Section 2(j) to the Adviser; (f) brokers' commissions
and underwriting fees; and (g) the expense of periodic calculations of the net
asset value of the shares of the Fund. 5. Compensation of the Sub-Adviser. For
all services to be rendered, facilities furnished and expenses paid or assumed
by the Sub-Adviser as herein provided for the Fund, the Adviser will pay the
Sub-Adviser quarterly, in arrears, a fee at the annual rate of 55% of the
investment advisory fee. The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or otherwise
consistent with the 1940 Act and the regulations promulgated thereunder. The
Sub-Adviser will receive a pro rata portion of such fee for any periods in which
the Sub-Adviser advises the Fund less than a full quarter. The Fund shall not be
liable to the Sub-Adviser for the Sub-Adviser's compensation hereunder.
Calculations of the Sub-Adviser's fee will be based on average net asset values
as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may
from time to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a
portion of its expenses not otherwise required to be borne or reimbursed by it.
Any such fee reduction or undertaking may be discontinued or modified by the
Sub-Adviser at any time. 6. Other Activities of the Sub-Adviser and Its
Affiliates. Nothing herein contained shall prevent the Sub-Adviser or any
associate of the Sub-Adviser from engaging in any other business or from acting
as investment adviser or investment manager for any other person or entity,
understood that officers, directors and employees of the Sub-Adviser or its
affiliates may continue to engage in providing portfolio management services and
advice to other investment companies, whether or not registered, to other
investment advisory clients of the Sub-Adviser or its affiliates and to said
affiliates themselves. 7. Avoidance of Inconsistent Position. In connection with
purchases or sales of portfolio securities for the account of the Fund, neither
the Sub-Adviser nor any of its investment management subsidiaries nor any of
such investment management subsidiaries' directors, officers or employees will
act as principal or agent or receive any commission, except as may be permitted
by the 1940 Act and rules and regulations promulgated thereunder. The
Sub-Adviser shall not knowingly recommend that the Fund purchase, sell or retain
securities of any issuer in which the Sub-Adviser has a financial interest
without obtaining prior approval of the Adviser prior to the execution of any
such transaction. Nothing herein contained shall 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 Trust
and Fund acknowledge the Sub-Adviser and its officers, affiliates, and
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 hereunder. The Sub-Adviser shall have no obligation to
acquire with respect to the Fund, 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 on behalf of the Fund. Nothing herein contained shall prevent the
Sub-Adviser from purchasing or recommending the purchase of a particular
security for one or more funds or clients while other funds or clients may be
selling the same security. 8. No Partnership or Joint Venture. The Trust, the
Fund, the Adviser and the Sub-Adviser are not partners of or joint venturers
with each other and nothing herein shall be construed so as to make them such
partners or joint venturers or impose any liability as such on any of them. 9.
Name of the Trust, the Fund and the Sub-Adviser. The Trust and the Fund may use
the name "Xxxx Xxxxxxx" or any name or names derived from or similar to the
names "Xxxx Xxxxxxx Advisers, Inc." or "Xxxx Xxxxxxx Life Insurance Company"
only for so long as this Agreement remains in effect. At such time as this
Agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with the Adviser.
The Fund acknowledges that it has adopted the name Xxxx Xxxxxxx V.A.
International Fund through permission of Xxxx Xxxxxxx Life Insurance Company, a
Massachusetts insurance company, and agrees that Xxxx Xxxxxxx Life Insurance
Company reserves to itself and any successor to its business the right to grant
the nonexclusive right to use the name "Xxxx Xxxxxxx" or any similar name or
names to any other corporation or entity, including but not limited to any
investment company of which Xxxx Xxxxxxx Life Insurance Company or any
subsidiary or affiliate thereof shall be the investment adviser. In addition,
the Fund and the Trust hereby consent to the reasonable use of the name of the
Fund in marketing/client materials developed and distributed by or on behalf of
Sub-Adviser. In addition, it is understood that the name "Xxxxxxxx-Xxxxxxxxx" or
the name of any of its affiliates, or any derivative associated with those
names, are the valuable property of the Sub- Adviser and its affiliates and that
the Fund, Trust and/or the Adviser have the right to use such name(s) or
derivative(s) in offering materials and sales literature so long as this
Agreement is in effect. Upon termination of the Agreement, such authorization
shall forthwith cease to be in effect. 10. Limitation of Liability of
Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust or the Fund or the Adviser
in connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the
Sub-Adviser's part in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement. Any person, even
though also employed by the Sub-Adviser, who may be or become an employee of and
paid by the Trust or the Fund shall be deemed, when acting within the scope of
his employment by the Trust or the Fund, to be acting in such employment solely
for the Trust or the Fund and not as the Sub-Adviser's employee or agent. 11.
Duration and Termination of this Agreement. This Agreement shall remain in force
until May 12, 2001. This Agreement may, on 60 days' written notice, be
terminated at any time without the payment of any penalty by the Trust or the
Fund by vote of a majority of the outstanding voting securities of the Fund, by
the Trustees, the Adviser or the Sub-Adviser. Termination of this Agreement with
respect to the Fund shall not be deemed to terminate or otherwise invalidate any
provisions of any contract between the Sub-Adviser and any other series of the
Trust. This Agreement shall automatically terminate in the event of its
assignment or upon termination of the Investment Management Contract. In
interpreting the provisions of this Section 11, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of "assignment,"
"interested person" or "voting security"), shall be applied. 12. Amendment of
this Agreement. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective until approved by
(a) the Trustees, including a majority of the Trustees who are not interested
persons of the Adviser, the Sub-Adviser, or (other than as Board members) of the
Trust or the Fund, cast in person at a meeting called for the purpose of voting
on such approval, and (b) a majority of the outstanding voting securities of the
Fund, as defined in the 1940 Act. 13. Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the Commonwealth of
Massachusetts. 14. Severability. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be deemed invalid or unenforceable in whole or
in part. 15. Miscellaneous. (a) The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name Xxxx Xxxxxxx Declaration Trust is the
designation of the Trustees under the Declaration of Trust dated November 15,
1995, as amended from time to time. The Declaration of Trust has been filed with
the Secretary of The Commonwealth of Massachusetts. The obligations of the Trust
and the Fund are not personally binding upon, nor shall resort be had to the
private property of, any of the Trustees, shareholders, officers, employees or
agents of the Fund, but only the Fund's property shall be bound. The Trust or
the Fund shall not be liable for the obligations of any other series of the
Trust. (b) Any information supplied by the Sub-Adviser, which is not otherwise
in the public domain, in connection with the performance of its duties hereunder
is to be regarded as confidential and for use only by the Fund and/or its
agents, and only in connection with the Fund and its investments. 16.
Xxxxxxxx-Xxxxxxxxx undertakes to promptly notify Fund of any change in its
general partner(s). 17. The Fund agrees to obtain and maintain insurance
coverage satisfying any insurance requirements under the 1940 Act, to carry
errors and omissions coverage in the amount of $10,000,000. 18. The Adviser has
received from Sub-Adviser and reviewed the disclosure statement or "brochure"
required to be delivered pursuant to Rule 204-3 of the Act (the "Brochure"),
which Xxxxxxxx was received and reviewed by the Adviser more than 48 hours prior
to entering into this Agreement. Yours very truly,
XXXX XXXXXXX DECLARATION TRUST
on behalf of Xxxx Xxxxxxx V.A. International Fund
By: ______________________________________
President
The foregoing contract
is hereby agreed to as
of the date hereof.
XXXX XXXXXXX ADVISERS, INC.
By: ______________________________________
President
XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT
By: ____________________________
Name:
Title:
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