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Exhibit 99(d)(vi)
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement (the "Agreement") is made as of
the ___ day of ________, 2000 by and between Assante Asset Management Inc.
("Adviser") and Xxxxxxx X. Xxxxxxxxx & Co., Inc., a New York corporation
("Sub-Adviser").
W I T N E S S E T H
WHEREAS, Advisor is the investment advisor of the ____________ (the
"Fund"), an open-end diversified, management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), currently
consisting of ________separate series or portfolios (collectively, the "Fund
Portfolios");
WHEREAS, Adviser desires to retain Sub-Adviser to furnish investment
advisory services for the Fund Portfolio(s) identified in Exhibit A hereto, as
such Exhibit may be amended from time to time (the "Portfolio(s)"), and
Sub-adviser wishes to provide such services, upon the terms and conditions set
forth herein;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Portfolio(s) for the period and on the
terms set forth in this Agreement. Sub-Adviser hereby accepts such appointment
and agrees to furnish the services on the terms set forth in this Agreement.
2. Sub-Adviser Services. Subject always to the supervision of the
Fund's Board of Trustees and Adviser, Sub-Adviser will furnish an investment
program in respect of, and make investment decisions for, such portion of the
assets of each Portfolio as Adviser shall from time to time designate (each a
"Portfolio Segment") and place all orders for the purchase and sale of
securities on behalf of each Portfolio Segment. In the performance of its
duties, Sub-Adviser will satisfy its fiduciary duties to each Portfolio and will
monitor each Portfolio Segment's investments, and will comply with the
provisions of the Fund's Declaration of Trust and By-laws, as amended from time
to time, and the stated investment objectives, policies and restrictions of each
Portfolio as set forth in the prospectus and Statement of Additional Information
for each Portfolio, as amended from time to time, as well as any other written
objectives, policies or limitations as may be provided to and accepted by
Sub-Adviser from Adviser in writing from time to time.
Sub-Adviser will provide reports at least quarterly to the Fund's Board
of Trustees and to Adviser. Sub-Adviser will make its officers and employees
available to Adviser and the Board of Trustees from time to time at reasonable
times to review investment policies of each Portfolio with respect to each
Portfolio Segment and to consult with Adviser regarding the investment affairs
of each Portfolio Segment.
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Sub-Adviser agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply with all applicable provisions of the 1940 Act and
rules and regulations of the Securities and Exchange Commission in all
material respects and in addition will conduct its activities under
this Agreement in accordance, with any applicable laws and regulations
of any governmental authority pertaining to its investment advisory
activities;
(c) to the extent directed by Adviser in writing, will execute
purchases and sales of portfolio securities for each Portfolio Segment
through brokers or dealers designated by management of the Fund to
Adviser for the purpose of providing direct benefits to the Fund,
provided that Sub-Advisor determines that such brokers or dealers will
provide best execution in view of such other benefits, and is hereby
authorized as the agent of the Fund to give instructions to the Fund's
custodian as to deliveries of securities or other investments and
payments of cash of each Portfolio Segment to such brokers or dealers
for the account of the relevant Portfolio. Adviser and the Fund
understand that the brokerage commissions or transaction costs in such
transactions may be higher than those which the Sub-Adviser could
obtain from another broker or dealer, in order to obtain such benefits
for the Fund;
(d) is authorized to and will select all other brokers or dealers that
will execute the purchases and sales of portfolio securities for each
Portfolio Segment and is hereby authorized as the agent of the Fund to
give, instructions to the Fund's custodian as to deliveries of
securities or other investments and payments of cash of each Portfolio
Segment for the account of each Portfolio. In making such selection,
Sub-Adviser is directed to use its best efforts to obtain best
execution, taking into account all appropriate factors, including
price, dealer spread or commission, size and difficulty of the
transaction and research or other services provided. With respect to
transactions under subparagraph (c) or this subparagraph (d), it is
understood that Sub-Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund or in
respect of each Portfolio, or be in breach of any obligation owing to
the Fund or in respect of each Portfolio under this Agreement, or
otherwise, solely by reason of its having caused a Portfolio to pay a
member of a securities exchange, a broker or a dealer a commission for
effecting a securities transaction of a Portfolio in excess of the
amount of commission another member of an exchange, broker or dealer
would have charged if Sub-Adviser determined in good faith that the
commission paid was reasonable in relation to the brokerage and
research services provided by such member, broker, or dealer, viewed in
terms of that particular transaction or Sub-Adviser's overall
responsibilities with respect to the accounts as to which it exercises
investment discretion;
(e) is authorized to consider for investment by each Portfolio Segment
securities that may also be appropriate for other funds and/or clients
served by Sub-Adviser. To assure
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fair treatment of each Portfolio Segment and all other clients of
Sub-Adviser in situations in which two or more clients' accounts
participate simultaneously in a buy or sell program involving the same
security, such transactions will be allocated among each Portfolio
Segment and other clients in a manner deemed equitable by Sub-Adviser.
Sub-Adviser is authorized to aggregate purchase and sale orders for
securities held (or to be held) in each Portfolio Segment with similar
orders being made on the same day for other eligible client accounts or
portfolios managed by Sub-Adviser. When an order is so aggregated, the
actual prices applicable to the aggregated transaction will be averaged
and each Portfolio Segment and each other account or portfolio
participating in the aggregated transaction will be treated as having
purchased or sold its portion of the securities at such average price.
Adviser and the Fund understand that Sub-Adviser may not be able to
aggregate transactions through brokers or dealers designated by Adviser
with transactions through brokers or dealers selected by Sub-Adviser,
in which event the prices paid or received by each Portfolio Segment
will not be so averaged and may be higher or lower than those paid or
received by other accounts or portfolios of Sub-Adviser;
(f) will report regularly to Adviser and to the Fund's Board of
Trustees and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of Trustees on
a regular basis at reasonable times the management of each Portfolio
Segment, including without limitation, review of the, general
investment strategies of each Portfolio Segment, the performance of
each Portfolio Segment in relation to standard industry indices and
general conditions affecting the marketplace, and will provide various
other reports from time to time as reasonably requested by Adviser;
(g) will prepare such books and records with respect to each Portfolio
Segment's securities transactions, as requested by Adviser and will
furnish Adviser and the Fund's Board of Trustees such periodic and
special reports as the Board or Adviser may reasonably request;
(h) will vote all proxies with respect to securities in each Portfolio
Segment; and
(i) will act upon reasonable instructions from Adviser which, in the
reasonable determination of Sub-Adviser, are not inconsistent with
Sub-Adviser's fiduciary duties under this Agreement.
3. Expenses. During the term of this Agreement, Sub-Adviser will
provide the office space, furnishings, equipment and personnel required to
perform its activities under this Agreement, and will pay all customary expenses
incurred by it in connection with its activities under this Agreement, which
shall not include the cost of securities (including brokerage commissions, if
any) purchased for each Portfolio Segment.
4. Compensation. For the services provided under this Agreement,
Adviser will pay Sub-Adviser a sub-advisory fee computed and paid as set forth
in Exhibit B hereto.
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5. Other Services. Sub-Adviser will for all purposes herein be deemed
to be an independent contractor and will, unless otherwise expressly provided or
authorized, have no authority to act for or represent Adviser, the Fund or a
Portfolio or otherwise be deemed an agent of Adviser, the Fund or a Portfolio.
Adviser understands and has advised the Fund's Board of Trustees that
Sub-Adviser acts as an investment adviser or sub-investment adviser to other
investment companies and other advisory clients. Sub-Adviser understands that
during the term of this Agreement Adviser may retain one or more other
sub-advisers with respect to any portion of the assets of a Portfolio other than
the Portfolio Segments.
6. Affiliated Broker. In connection with the purchase or sale of
securities or other investments for each Portfolio Segment, Sub-Adviser may act
as broker or Sub-Adviser may allocate orders for purchase and sale transactions
to any broker-dealer affiliated with Sub-Adviser ("Affiliated Broker"), and may
cause each Portfolio or the Fund to compensate Sub-Adviser or an Affiliated
Broker for effecting such transactions, subject to: (a) the requirement that
Sub-Adviser seek to obtain best execution as set forth above; (b) compliance
with procedures adopted by the Fund pursuant to Rule 17e-1 under the 1940 Act;
(c) the provisions of the Investment Advisers Act of 1940, as amended (the
"Advisers Act"); (d) the provisions of the Securities Exchange Act of 1934, as
amended; and (e) other applicable provisions of law. Subject to the requirements
of applicable law and any procedures adopted by the Fund's Board of Trustees,
Sub-Adviser or its affiliated persons may receive brokerage commissions, fees or
other remuneration from the Portfolio or the Fund for such services in addition
to Sub-Adviser's fees for services under this Agreement.
Adviser or the Fund may revoke any or all of the consents and
authorizations given hereby at any time and without penalty by providing written
notice to Sub-Adviser.
7. Representations of Sub-Adviser. Sub-Adviser represents and warrants that it
is registered with the Securities and Exchange Commission under the Advisers
Act. Sub-Adviser agrees that it shall remain so registered throughout the term
of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to
be so registered as an investment adviser. Sub-Adviser further represents and
warrants that it: (a) is duly organized and validly existing under the laws of
the state of its organization with the power to own and possess its assets and
carry on its business as it is now being conducted; (b) has the authority to
enter into and perform the services contemplated by this Agreement; (c) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (d) has met, and will continue to seek to meet
for the duration of this Agreement, any other applicable federal or state
requirements, and the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform its services
under this Agreement; and (e) will promptly notify Adviser of the occurrence of
any event that would disqualify it from serving as an investment adviser to an
investment company pursuant to Section 9(a) of the 1940 Act. In addition,
Sub-Adviser represents that it has provided Adviser with copies of each of the
following documents: (i) Sub-Adviser's Form ADV as filed with the Securities
Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes
to have authorized to give written and/oral instructions to the custodians of
the Fund's assets for each Portfolio. Sub-
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Adviser will furnish Adviser from time to time with copies, properly certified
or otherwise authenticated, of all material amendments of or supplements to the
foregoing, if any. Such amendments or supplements as to items (i) through (ii)
will be provided within 10 days of the time such materials became available to
Sub-Adviser.
8. Books and Records. Sub-Adviser will maintain, in the form and for
the period required by Rule 31a-2 under the 1940 Act, all records relating to
each Portfolio Segment's investments that are required to be maintained by the
Fund pursuant to the requirements of paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 3la-1 under the 1940 Act. Sub-Adviser agrees that all
books and records which it maintains in connection with its management of the
Portfolio Segments are the property of the Fund and further agrees to surrender
promptly to the Adviser or the Fund any such books, records or information upon
the Adviser's or the Fund's request (provided, however, that Sub-Adviser may
retain copies of such records). All such books and records shall be made
available, with prompt and reasonable access upon reasonable notice, to the
Fund's accountants or auditors during regular business hours at Sub-Adviser's
offices. Adviser and the Fund or either of their authorized representative shall
have the right to copy any records in the possession of Sub-Adviser which
pertain to each Portfolio or the Fund. Such books, records, information or
reports shall be made available to properly authorized government
representatives consistent with state and federal law and/or regulations, In the
event of the termination of this Agreement, all such books, records or other
information shall be returned to Adviser or the Fund, provided, however, that
Sub-Adviser may retain copies of such records.
Sub-Adviser agrees that it will not disclose or use any records or
confidential information obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement or in writing by Adviser or
the Fund, or if such disclosure is required by federal or state, regulatory
authorities. Sub-Adviser may disclose the investment performance of each
Portfolio Segment, provided that such disclosure does not reveal the identity of
Adviser, each Portfolio or the Fund. Sub-Adviser may, however, disclose that
Adviser, the Fund and each Portfolio are its clients.
9. Code of Ethics. Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and will
provide Adviser and the Fund with a copy of such code. Within 20 days of the end
of each calendar quarter during which this Agreement remains in effect, the
president or a vice president of Sub-Adviser shall certify to Adviser or the
Fund that Sub-Adviser has complied with the requirements of Rule 17j-1 during
the previous quarter and that there have been no violations of Sub-Adviser's
code of ethics or, if any violation has occurred, the nature of such violation
and of the action taken in response to such violation.
10. Limitation of Liability. Neither Sub-Adviser nor any of its
directors, officers, stockholders, agents or employees shall have any liability
to Adviser, the Fund or any shareholder of the Fund for any error of judgment,
mistake of law, or loss arising out of any investment, or for any other act or
omission in the performance by Sub-Adviser of its duties hereunder, except for
liability resulting from willful misfeasance, bad faith, or gross negligence
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on Sub-Adviser's part in the, performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
Sub-Adviser agrees to indemnify and defend Adviser, its officers,
directors, employees and any person who controls Adviser for any loss or expense
(including reasonable attorneys' fees) arising out of or in connection with any
action, suit or proceeding relating to any actual or alleged material
misstatement or omission in the Fund's registration statement, any proxy
statement, or any communication to current or prospective investors in each
Portfolio if such material misstatement or omission was made in reliance upon
and in conformity with written information furnished by Sub-Adviser to Adviser
or the Fund.
Adviser agrees to indemnify and defend Sub-Adviser, its officers,
directors, employees and any person who controls Sub-Adviser for any loss or
expense (including reasonable attorneys' fees) arising out of or in connection
with any action, suit or proceeding relating to any actual or alleged material
misstatement or omission in the Fund's registration statement, any proxy
statement, or any communication to current or prospective investors in each
Portfolio (other than any material misstatement or omission made in reliance
upon and in conformity with written information furnished by Sub-Adviser to
Adviser or the Fund).
11. Term and Termination. This Agreement shall become effective with
respect to each Portfolio Segment on _____________, 2000, and shall remain in
full force until __________________, unless sooner terminated as hereinafter
provided. This Agreement shall continue in force from year to year thereafter
with respect to each Portfolio, but only as long as such continuance is
specifically approved for each Portfolio at least annually in the manner
required by the 1940 Act and the rules and regulations thereunder; provided,
however, that if the continuation of this Agreement is not approved for a
Portfolio, Sub-Adviser may continue. to serve in such capacity for such
Portfolio in the manner and to the extent permitted by the 1940 Act and the
rules and regulations thereunder.
This Agreement shall terminate as follows:
(a) This Agreement shall automatically terminate in the event of its
assignment (as defined in the Advisers Act) and may be terminated at
any time without the payment of any penalty by Adviser or by
Sub-Adviser on sixty days written notice to the other party. This
Agreement may also be terminated by the Fund with respect to each
Portfolio by action of the Board of Trustees or by a vote of a majority
of the outstanding voting securities of each Portfolio (as defined in
the 0000 Xxx) on sixty days written notice to Sub-Adviser by the Fund.
(b) This Agreement may be terminated with respect to each Portfolio at
any time without payment of any penalty by Adviser, the Board of
Trustees or a vote of majority of the outstanding voting securities of
such Portfolio in the event that Sub-Adviser or any officer or director
of Sub-Adviser has taken any action which results in a material breach
of the covenants of Sub-Adviser under this Agreement.
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(c) This Agreement shall automatically terminate in the event the
investment management agreement between Adviser and the Fund with
respect to a Portfolio is terminated, assigned or not renewed.
Termination of this Agreement shall not affect the right of Sub-Adviser to
receive payments of any unpaid balance of the compensation described in Section
4 earned prior to such termination.
12. Notice. Any notice under this Agreement by a party shall be in
writing, addressed and personally delivered, mailed postage prepaid, or sent by
facsimile transmission with confirmation of receipt, to the other party at such
address as such other party may designate in writing for the receipt of such
notice.
13. Adviser Representations and Responsibility. Adviser represents and
warrants that it has all requisite power and authority to execute, deliver and
perform this Agreement, that the execution and delivery of this Agreement has
been duly authorized and when so executed and delivered will be binding upon
Adviser in accordance with its terms. Adviser will deliver to Sub-Adviser such
evidence of its authority with respect to this Agreement as Sub-Adviser may
reasonably require, whether by way of a certified resolution or otherwise.
Adviser will provide Sub-Adviser with copies of the Fund's constituent
documents, prospectus, and Statement of Additional Information and any amendment
thereto, and any objectives, policies or limitations not appearing therein as
they may be relevant to Sub-Adviser's performance under this Agreement;
provided, however, that no changes or modifications to the foregoing shall be
binding on Sub-Adviser until it is notified thereof.
16. Miscellaneous. This Agreement sets forth the entire understanding
of the parties with respect to the subject matter hereof and may be amended only
by written consent of both parties. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made, invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties and their respective successors.
17. Applicable Law. This Agreement shall be construed in accordance
with applicable federal law and the laws of the State of New York.
IN WITNESS WHEREOF, Adviser and Sub-Adviser have caused this Agreement
to be executed as of the date and year first above written.
ASSANTE ASSET MANAGEMENT INC.
By: _______________________________
Name:
Title:
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XXXXXXX X. XXXXXXXXX & CO., INC.
By: _______________________________
Name:
Title:
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EXHIBIT A
PORTFOLIO(S)
SA U.S. Large Cap Value Strategy Fund
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EXHIBIT B
FEE SCHEDULE
Adviser shall pay Sub-Adviser with respect to each Portfolio Segment each
calendar month during the term of this Agreement, a fee based on the average
daily net assets of each Portfolio Segment, at the following annual rates:
.600% of the first $10 million of assets under management;
.500% on the next $15 million of assets under management;
.400% on the next $25 million of assets under management;
.300% on the next $50 million of assets under management,
.250% on the next $50 million of assets under management;
.225% on the next $50 million of assets under management;
.200% on the next $50 million of assets under management;
.175% on the next $50 million of assets under management; and
.150% of assets under management thereafter.
Sub-Adviser's fee shall be accrued daily at 1/365th of the annual rate set forth
above. For the purpose of accruing compensation, the net assets of each
Portfolio Segment will be determined in the manner and on the dates set forth in
the current prospectus of the Fund with respect to each Portfolio and, on days
on which the net assets are not so determined, the net asset value computation
to be used will be as determined on the immediately preceding day on which the
net assets were determined. Upon the termination of this Agreement, all
compensation due through the date of termination will be calculated on a
pro-rata basis through the date of termination and paid within thirty business
days of the date of termination.
