77Q1
XXXXXX PENNSYLVANIA TAX EXEMPT INCOME FUND, AS OF NOVEMBER 30,
2015, SEMI ANNUAL REPORT
XXXXXX FUNDS
SUB MANAGEMENT CONTRACT
This Sub Management Contract is dated as of February 27,
2014 between XXXXXX INVESTMENT MANAGEMENT, LLC, a Delaware
limited liability company (the Manager) and XXXXXX INVESTMENTS
LIMITED, a company organized under the laws of England and Wales
(the Sub Manager).
WHEREAS, the Manager is the investment manager of each of
the investment companies registered under the United States
Investment Company Act of 1940, as amended, that are identified
on Schedule A hereto, as it may from time to time be amended by
the Manager (the Funds), and a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended;
WHEREAS, the Sub Manager is licensed as an investment
manager by the Financial Conduct Authority of the United Kingdom
(the FCA); and
WHEREAS, the Manager desires to engage the Sub Manager from
time to time to manage a portion of certain of the Funds:
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY SUB MANAGER.
(a) The Sub Manager, at its expense, will furnish
continuously an investment program for that portion of any Fund
the management of which is allocated from time to time by the
Manager to the Sub Manager (an Allocated Sleeve). The Manager
shall, in its sole discretion, determine which Funds will have
an Allocated Sleeve and the amount of assets allocated from time
to time to each such Allocated Sleeve; provided that, with
respect to any Fund, the Trustees of such Fund must have
approved the use of the Sub Manager prior to the creation of an
Allocated Sleeve for such Fund. The Sub Manager will determine
what investments shall be purchased, held, sold or exchanged by
any Allocated Sleeve and what portion, if any, of the assets of
the Allocated Sleeve shall be held uninvested and shall, on
behalf of the Fund, make changes in the Funds investments held
in such Allocated Sleeve.
(b) The Manager may also, at its discretion, request the
Sub Manager to provide assistance with purchasing and selling
securities for any Fund, including the placement of orders with
broker dealers selected in accordance with Section 1(d), even if
the Manager has not established an Allocated Sleeve for such
Fund.
(c) The Sub Manager at its expense will furnish all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully.
(d) The Sub Manager shall place all orders for the
purchase and sale of portfolio investments for any Allocated
Sleeve with brokers or dealers selected by the Sub Manager. In
the selection of such brokers or dealers and the placing of such
orders, the Sub Manager shall use its best efforts to obtain for
the related Fund the most favorable price and execution
available, except to the extent it may be permitted to pay
higher brokerage commissions for brokerage and research services
as described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the Sub
Manager, bearing in mind the Funds best interests at all times,
shall consider all factors it deems relevant, including by way
of illustration, price, the size of the transaction, the nature
of the market for the security, the amount of the commission,
the timing of the transaction taking into account market prices
and trends, the reputation, experience and financial stability
of the broker or dealer involved and the quality of service
rendered by the broker or dealer in other transactions. Subject
to such policies as the Trustees of the Funds may determine, the
Sub Manager shall not be deemed to have acted unlawfully or to
have breached any duty created by this Contract or otherwise
solely by reason of its having caused a Fund to pay a broker or
dealer that provides brokerage and research services to the
Manager or the Sub Manager an amount of commission for effecting
a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction, if the Sub Manager determines in
good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either
that particular transaction or its overall responsibilities with
respect to the Fund and to other clients of the Manager or the
Sub Manager as to which the Manager or the Sub Manager exercises
investment discretion. The Sub Manager agrees that in connection
with purchases or sales of portfolio investments for any Fund,
neither the Sub Manager nor any officer, director, employee or
agent of the Sub Manager shall act as a principal or receive any
commission other than as provided in Section 3.
(e) The Sub Manager shall not be obligated to pay any
expenses of or for the Manager or any Fund not expressly assumed
by the Sub Manager pursuant to this Section 1.
(f) In the performance of its duties, the Sub Manager will
comply with the provisions of the Agreement and Declaration of
Trust and By Laws of each applicable Fund and such Funds stated
investment objectives, policies and restrictions, and will use
its best efforts to safeguard and promote the welfare of such
Fund and to comply with other policies which the Manager or the
Trustees may from time to time determine and shall exercise the
same care and diligence expected of the Manager.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Sub
Manager, and in any person controlled by or under common control
with the Sub Manager, and that the Sub Manager and any person
controlled by or under common control with the Sub Manager may
have an interest in such Fund. It is also understood that the
Sub Manager and any person controlled by or under common control
with the Sub Manager have and may have advisory, management,
service or other contracts with other organizations and persons,
and may have other interests and business.
3. COMPENSATION.
Except as provided below, the Manager will pay to the Sub
Manager as compensation for the Sub Managers services rendered,
a fee, computed and paid quarterly at the annual rate of 0.35%
per annum of average aggregate net asset value of the assets in
equity and asset allocation Allocated Sleeves and 0.40% per
annum of average aggregate net asset value of the assets in
fixed income Allocated Sleeves, except for fixed income
Allocated Sleeves in certain fixed income Funds enumerated as
follows (with the per annum fee provided in parentheses): Xxxxxx
Money Market Liquidity Fund (0.20%), Xxxxxx Short Term
Investment Fund (0.20%), Xxxxxx Money Market Fund (0.25%),
Xxxxxx Tax Exempt Money Market Fund (0.25%), Xxxxxx VT Money
Market Fund (0.25%), Xxxxxx Short Duration Income Fund (0.25%),
Xxxxxx Short Term Municipal Income Fund (0.25%), Xxxxxx American
Government Income Fund (0.25%), Xxxxxx Income Fund (0.25%),
Xxxxxx U.S. Government Income Trust (0.25%), Xxxxxx VT American
Government Income Fund (0.25%), and Xxxxxx VT Income Fund
(0.25%).
Such average net asset value shall be determined by taking
an average of all of the determinations of such net asset value
during a quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. The Sub Manager shall look only to the Manager
for payment of its fees. No Fund shall have any responsibility
for paying any fees due the Sub Manager.
With respect to each of Xxxxxx High Income Securities Fund,
Xxxxxx Master Intermediate Income Trust and Xxxxxx Premier
Income Trust, the Manager will pay to the Sub Manager as
compensation for the Sub Managers services rendered, a fee,
computed and paid quarterly at the annual rate of 0.40% of
Average Weekly Assets in Allocated Sleeves. Average Weekly
Assets means the average of the weekly determinations of the
difference between the total assets of the Fund (including any
assets attributable to leverage for investment purposes)
attributable to an Allocated Sleeve and the total liabilities of
the Fund (excluding liabilities incurred in connection with
leverage for investment purposes) attributable to such Allocated
Sleeve, determined at the close of the last business day of each
week, for each week which ends during the quarter. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. As used in this Section 3, leverage for
investment purposes means any incurrence of indebtedness the
proceeds of which are to be invested in accordance with the
Funds investment objective. For purposes of calculating Average
Weekly Assets, liabilities associated with any instruments or
transactions used to leverage the Funds portfolio for investment
purposes (whether or not such instruments or transactions are
covered within the meaning of the Investment Company Act of 1940
and the rules and regulations thereunder, giving effect to any
interpretations of the Securities and Exchange Commission and
its staff) are not considered liabilities. For purposes of
calculating Average Weekly Assets, the total assets of the Fund
will be deemed to include (a) any proceeds from the sale or
transfer of an asset (the Underlying Asset) of the Fund to a
counterparty in a reverse repurchase or dollar roll transaction
and (b) the value of such Underlying Asset as of the relevant
measuring date.
In the event that the Managers management fee from any of
Xxxxxx High Income Securities Fund, Xxxxxx Master Intermediate
Income Trust or Xxxxxx Premier Income Trust is reduced pursuant
to the investment management contract between such Fund and the
Manager because during any Measurement Period (as defined below)
the amount of interest payments and fees with respect to
indebtedness or other obligation of the Fund incurred for
investment leverage purposes, plus additional expenses
attributable to any such leverage for investment purposes,
exceeds the portion of the Funds net income and net short term
capital gains (but not long term capital gains) accruing during
such Measurement Period as a result of the fact that such
indebtedness or other obligation was outstanding during the
Measurement Period, the fee payable to the Sub Manager with
respect to such Fund shall be reduced in the same proportion as
the fee paid to the Manager with respect to such Fund is so
reduced. Measurement Period shall be any period for which
payments of interest or fees (whether designated as such or
implied) are payable in connection with any indebtedness or
other obligation of the Fund incurred for investment purposes.
If the Sub Manager shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate without the
payment of any penalty, in the event of its assignment; and this
Contract shall not be amended with respect to any Allocated
Sleeve unless such amendment be approved at a meeting by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
related Fund who are not interested persons of such Fund or of
the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution,
and shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in
Section 4) until terminated as follows:
(a) Either party hereto or, with respect to any Allocated
Sleeve, the related Fund may at any time terminate this Contract
by not more than sixty days nor less than thirty days written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
(b) With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are
not interested persons of such Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever
is later, or
(c) With respect to any Allocated Sleeve, automatically
upon termination of the Managers investment management contract
with the related Fund.
Action by a Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of such Fund.
Termination of this Contract pursuant to this Section 5
will be without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the affirmative vote of
a majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of such Fund, (a) of the holders of 67% or more of
the shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than
50% of the outstanding shares of such Fund entitled to vote at
such meeting are present in person or by proxy, or (b) of the
holders of more than 50% of the outstanding shares of such Fund
entitled to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment shall have
their respective meanings defined in the United States
Investment Company Act of 1940 and the Rules and Regulations
thereunder (the 1940 Act), subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission
under said Act; the term specifically approve at least annually
shall be construed in a manner consistent with the 1940 Act, and
the Rules and Regulations thereunder; and the term brokerage and
research services shall have the meaning given in the United
States Securities Exchange Act of 1934 and the Rules and
Regulations thereunder.
7. NON LIABILITY OF SUB MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Sub Manager, or reckless disregard
of its obligations and duties hereunder, the Sub Manager shall
not be subject to any liability to the Manager, any Fund or to
any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
8. ADDITIONAL PROVISIONS.
(a) The Sub Manager represents that it is regulated by the
FCA in the conduct of its investment business. The Sub Manager
has in operation a written procedure in accordance with FCA
rules for the effective consideration and proper handling of
complaints from customers. Any complaint by the Manager or any
Fund should be sent to the Compliance Officer of the Sub
Manager. The Manager and any Fund is also entitled to make any
complaints about the Sub Manager to the Financial Ombudsman
Service established by the FCA. The Manager and any Fund may
also request a statement describing its rights to compensation
in the event of the Sub Managers inability to meet its
liabilities.
(b) The Manager represents that it and each Fund are Professional
Customers in the meaning of the FCAs rules.
(c) Although each Fund is not a party hereto and shall
have no responsibility for the Managers or the Sub Managers
obligations hereunder, each Fund is named as explicit third
party beneficiary of the parties agreements hereunder.
9. IN WITNESS WHEREOF, XXXXXX INVESTMENTS LIMITED AND XXXXXX
INVESTMENT MANAGEMENT, LLC HAVE EACH CAUSED THIS INSTRUMENT
TO BE SIGNED IN DUPLICATE ON ITS BEHALF BY AN OFFICER DULY
AUTHORIZED, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
XXXXXX INVESTMENTS LIMITED
By:
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
XXXXXX INVESTMENT MANAGEMENT, LLC
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Director of Trustee Relations and
Authorized Person
Schedule A
Effective February 27, 2014, unless otherwise noted
As amended as of November 30, 2015
Xxxxxx Absolute Return 100 Fund
Xxxxxx Absolute Return 300 Fund
Xxxxxx Absolute Return 500 Fund
Xxxxxx Absolute Return 700 Fund
Xxxxxx American Government Income Fund
Xxxxxx AMT Free Municipal Fund
Xxxxxx Arizona Tax Exempt Income Fund
Xxxxxx Asia Pacific Equity Fund
Xxxxxx California Tax Exempt Income Fund
Xxxxxx Capital Spectrum Fund
Xxxxxx Capital Opportunities Fund
Xxxxxx Convertible Securities Fund
Xxxxxx Diversified Income Trust
Xxxxxx Dynamic Asset Allocation Balanced Fund
Xxxxxx Dynamic Asset Allocation Conservative Fund
Xxxxxx Dynamic Asset Allocation Equity Fund
Xxxxxx Dynamic Asset Allocation Growth Fund
Xxxxxx Dynamic Risk Allocation Fund
Xxxxxx Equity Income Fund
Xxxxxx Emerging Markets Equity Fund
Xxxxxx Emerging Markets Income Fund
Xxxxxx Europe Equity Fund
Xxxxxx Equity Spectrum Fund
Xxxxxx Floating Rate Income Fund
Xxxxxx Xxxxxx Balanced Fund
Xxxxxx Global Consumer Fund
Xxxxxx Global Dividend Fund
Xxxxxx Global Energy Fund
Xxxxxx Global Equity Fund
Xxxxxx Global Financials Fund
Xxxxxx Global Health Care Fund
Xxxxxx Global Income Trust
Xxxxxx Global Industrials Fund
Xxxxxx Global Natural Resources Fund
Xxxxxx Global Sector Fund
Xxxxxx Global Technology Fund
Xxxxxx Global Telecommunications Fund
Xxxxxx Global Utilities Fund
The Xxxxxx Fund for Growth and Income
Xxxxxx Growth Opportunities Fund
Xxxxxx High Income Securities Fund
Xxxxxx High Yield Advantage Fund
Xxxxxx High Yield Trust
Xxxxxx Income Fund
Xxxxxx Intermediate Term Municipal Income Fund
Xxxxxx International Capital Opportunities Fund
Xxxxxx International Equity Fund
Xxxxxx International Value Fund
Xxxxxx International Growth Fund
Xxxxxx Investors Fund
Xxxxxx Low Volatility Equity Fund
Xxxxxx Managed Municipal Income Trust
Xxxxxx Massachusetts Tax Exempt Income Fund
Xxxxxx Master Intermediate Income Trust
Xxxxxx Michigan Tax Exempt Income Fund
Xxxxxx Minnesota Tax Exempt Income Fund
Xxxxxx Money Market Fund
Xxxxxx Money Market Liquidity Fund
Xxxxxx Mortgage Opportunities Fund (effective November 20, 2014)
Xxxxxx Mortgage Recovery Fund
Xxxxxx Multi Cap Core Fund
Xxxxxx Multi Cap Growth Fund
Xxxxxx Multi Cap Value Fund
Xxxxxx Municipal Opportunities Trust
Xxxxxx New Jersey Tax Exempt Income Fund
Xxxxxx New York Tax Exempt Income Fund
Xxxxxx Ohio Tax Exempt Income Fund
Xxxxxx Pennsylvania Tax Exempt Income Fund
Xxxxxx Premier Income Trust
Xxxxxx Research Fund
Xxxxxx Retirement Income Fund Lifestyle 1
Xxxxxx Retirement Income Fund Lifestyle 2
Xxxxxx Retirement Income Fund Lifestyle 3
Xxxxxx RetirementReady 2060 Fund (effective November 30, 2015)
Xxxxxx RetirementReady 2055 Fund
Xxxxxx RetirementReady 2050 Fund
Xxxxxx RetirementReady 2045 Fund
Xxxxxx RetirementReady 2040 Fund
Xxxxxx RetirementReady 2035 Fund
Xxxxxx RetirementReady 2030 Fund
Xxxxxx RetirementReady 2025 Fund
Xxxxxx RetirementReady 2020 Fund
Xxxxxx Short Term Investment Fund
Xxxxxx Short Term Municipal Income Fund
Xxxxxx Small Cap Growth Fund
Xxxxxx Small Cap Value Fund
Xxxxxx Strategic Volatility Equity Fund
Xxxxxx Tax Exempt Income Fund
Xxxxxx Tax Exempt Money Market Fund
Xxxxxx Tax Free High Yield Fund
Xxxxxx U.S. Government Income Trust
Xxxxxx Voyager Fund
Xxxxxx VT Absolute Return 500 Fund
Xxxxxx VT American Government Income Fund
Xxxxxx VT Capital Opportunities Fund
Xxxxxx VT Diversified Income Fund
Xxxxxx VT Equity Income Fund
Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund
Xxxxxx VT Global Asset Allocation Fund
Xxxxxx VT Global Equity Fund
Xxxxxx VT Global Health Care Fund
Xxxxxx VT Global Utilities Fund
Xxxxxx VT Growth and Income Fund
Xxxxxx VT Growth Opportunities Fund
Xxxxxx VT High Yield Fund
Xxxxxx VT Income Fund
Xxxxxx VT International Equity Fund
Xxxxxx VT International Value Fund
Xxxxxx VT International Growth Fund
Xxxxxx VT Investors Fund
Xxxxxx VT Money Market Fund
Xxxxxx VT Multi Cap Growth Fund
Xxxxxx VT Multi Cap Value Fund
Xxxxxx VT Research Fund
Xxxxxx VT Small Cap Value Fund
Xxxxxx VT Voyager Fund
XXXXXX INVESTMENTS LIMITED
By: /s/ Xxxxx Xxxxx ______
Xxxxx Xxxxx_______________]
XXXXXX INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Director of Trustee Relations and
Authorized Person
