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EXHIBIT 5.6
XXXX XXXXXXX ADVISERS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
September 27, 1995
XXXX XXXXXXX INSTITUTIONAL SERIES TRUST
-- Xxxx Xxxxxxx Independence Value Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
INDEPENDENCE INVESTMENT ASSOCIATES, INC.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Sub-Investment Management Contract
Dear Sirs:
Xxxx Xxxxxxx Institutional Series Trust (the "Trust"), of which Xxxx
Xxxxxxx Independence Value Fund (the "Fund") is a series, 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 are currently divided into eleven series (including the Fund), each
series representing the entire undivided interest in a separate portfolio of
assets.
The Board of Trustees of the Trust (the "Trustees") have selected Xxxx
Xxxxxxx Advisers, Inc. (the "Adviser") to provide overall investment advice and
management for the Fund, and to provide certain other services, under the terms
and conditions provided in the investment management contract, dated as of the
date hereof, between the Trust, on behalf of the Fund, and the Adviser (the
"Investment Management Contract").
The Adviser and the Trustees have selected Independence Investment
Associates, Inc. (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
(the "1940 Act"). 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:
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XXXX XXXXXXX ADVISERS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
September 27, 1995
XXXX XXXXXXX INSTITUTIONAL SERIES TRUST
-- Xxxx Xxxxxxx Independence Growth Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
INDEPENDENCE INVESTMENT ASSOCIATES, INC.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Sub-Investment Management Contract
Dear Sirs:
Xxxx Xxxxxxx Institutional Series Trust (the "Trust"), of which Xxxx
Xxxxxxx Independence Growth Fund (the "Fund") is a series, 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 are currently divided into eleven series (including the Fund), each
series representing the entire undivided interest in a separate portfolio of
assets.
The Board of Trustees of the Trust (the "Trustees") have selected Xxxx
Xxxxxxx Advisers, Inc. (the "Adviser") to provide overall investment advice and
management for the Fund, and to provide certain other services, under the terms
and conditions provided in the investment management contract, dated as of the
date hereof, between the Trust, on behalf of the Fund, and the Adviser (the
"Investment Management Contract").
The Adviser and the Trustees have selected Independence Investment
Associates, Inc. (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
(the "1940 Act"). 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:
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XXXX XXXXXXX ADVISERS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
September 27, 1995
XXXX XXXXXXX INSTITUTIONAL SERIES TRUST
-- Xxxx Xxxxxxx Independence Medium Capitalization Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
INDEPENDENCE INVESTMENT ASSOCIATES, INC.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Sub-Investment Management Contract
----------------------------------
Dear Sirs:
Xxxx Xxxxxxx Institutional Series Trust (the "Trust"), of which Xxxx
Xxxxxxx Independence Medium Capitalization Fund (the "Fund") is a series, 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 are currently divided into eleven series
(including the Fund), each series representing the entire undivided interest in
a separate portfolio of assets.
The Board of Trustees of the Trust (the "Trustees") have selected Xxxx
Xxxxxxx Advisers, Inc. (the "Adviser") to provide overall investment advice and
management for the Fund, and to provide certain other services, under the terms
and conditions provided in the investment management contract, dated as of the
date hereof, between the Trust, on behalf of the Fund, and the Adviser (the
"Investment Management Contract").
The Adviser and the Trustees have selected Independence Investment
Associates, Inc. (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 (the "1940 Act"). 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:
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(a) Declaration of Trust of the Trust, dated October 31, 1994 (the
"Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Sub-Adviser as the
investment subadviser to the Fund and approving the form of this
Sub-Investment Management Contract (the "Contract");
(d) Resolutions of the Trustees selecting the Adviser as investment
adviser to the Fund and approving the form of the Investment
Management Contract and resolutions adopted by the initial
shareholder of the Fund approving the form of the Investment
Management Contract;
(e) The Adviser's Investment Management Contract;
(f) Commitments, limitations and undertakings made by the Trust to
state "blue sky" authorities for the purpose of qualifying shares of
the Fund for sale in such states;
(g) The Fund's prospectus and statement of additional information;
and
The Adviser will furnish the Sub-Adviser from time to time with
copies, properly certified or otherwise authenticated, of all amendments
of or supplements to the foregoing, if any.
The Sub-Adviser has furnished the Adviser with a copy of the
Sub-Adviser's Code of Ethics, and will furnish the Adviser from time to
time with copies of any amendments to the code. The restrictions of the
Sub-Adviser may differ from those of the Trust where appropriate as long
as they maintain the same intent consistent with the sub-adviser's own
procedures for recommending and purchasing securities.
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 to the provisions contained
in the documents delivered to the Sub-Adviser pursuant to Section 1 above,
as each of the same may from time to time be amended or supplemented, 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 and other
permitted investments;
(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
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pertaining to the Fund's assets shall be exercised, the Fund
having the responsibility to exercise such voting and other rights;
and, as requested, furnish the Fund with research, economic and
statistical data in connection with the Fund's investments and
investment policies;
(c) submit such reports relating to the valuation of the Fund's
securities as the Adviser may reasonably request;
(d) 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;
(e) consistent with the provisions of Section 7 of this Contract,
place orders for the purchase, sale or exchange of portfolio
securities for the Fund's account with brokers or dealers selected by
the Adviser or the Sub-Adviser, provided that in connection with the
placing of such orders and the selection of such brokers or dealers
the Sub- Adviser shall seek to obtain execution and pricing within
the policy guidelines determined by the Trustees and set forth in the
prospectus and statement of additional information of the Fund as in
effect and furnished to the Sub-Adviser from time to time;
(f) from time to time or at any time requested by the Adviser or the
Trustees, make reports to the Adviser or the Trust, as requested, of
the Sub-Adviser's performance of the foregoing services;
(g) subject to the supervision of the Adviser, maintain and preserve
the records required by the 1940 Act to be maintained by the
Sub-Adviser (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);
(h) give instructions to the custodian (including any subcustodian)
of the Fund as to deliveries of securities to and from such custodian
and payments of cash for the account of the Fund, and advise the
Adviser on the same day such instructions are given;
(i) 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, semi-annual reports on Form N-SAR,
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; and
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 Contract, 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.
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4. EXPENSES OF THE FUND NOT PAID BY THE SUB-ADVISER. The Sub-Adviser
will not be required to pay any expenses which this Contract does not
expressly state shall be 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 contract:
(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(i) 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, based on the "average daily net asset" value of the Fund for
each of the preceding 3 months, in arrears a fee at the annual rate of 55%
of the investment advisory fee payable to the Adviser. 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 monthly fee for any periods in which the Sub-Adviser
advises the Fund less than a full month. The Sub-Adviser understands and
agrees that neither the Trust nor the Fund has any liability for the
Sub-Adviser's fee 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 of its affiliates or
associates from engaging in any other business or from acting as
investment adviser or investment manager for any other person or entity,
whether or not having investment policies or a portfolio similar to the
Fund. It is specifically
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understood that officers, directors and employees of the Sub-Adviser
and those of its affiliates may engage in providing portfolio management
services and advice to other investment advisory clients of the
Sub-Adviser or of its affiliates.
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 directors, officers or employees will act as
principal or agent or receive any commission, except as permitted by the
1940 Act and the 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 by the Fund. 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. LIMITATION OF LIABILITY OF THE 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, the Fund or the Adviser in connection with the
matters to which this Contract 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 Contract. 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.
10. DURATION AND TERMINATION OF THIS CONTRACT. This Contract shall
remain in force until the second anniversary of the date upon which this
Contract was executed by the parties hereto, and from year to year
thereafter, but only so long as such continuance is specifically approved
at least annually by (a) a majority of the Trustees who are not interested
persons of the Adviser, of 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) either (i) the Trustees or
(ii) a majority of the outstanding voting securities of the Fund. This
Contract may, on 60 days' written notice, be terminated at any time
without the payment of any penalty by the Trust on
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behalf of the Fund by vote of a majority of the outstanding voting
securities of the Fund or by the Board of Trustees or by the Adviser or by
the Sub-Adviser. Termination of this Contract with respect to the Fund
shall not be deemed to terminate or otherwise invalidate any provisions of
any contract between you and any other series of the Trust. This Contract
shall automatically terminate in the event of its assignment or upon the
termination of the Adviser's Investment Management Contract. In
interpreting the provisions of this Section 10, the definitions contained
in Section 2(a) of the 1940 Act (including the definitions of
"assignment," "interested person" and "voting security"), shall be
applied.
11. AMENDMENT OF THIS CONTRACT. No provision of this Contract may be
changed, discharged, terminated or waived orally, but only by an
instrument in writing signed by the party against which enforcement of the
change discharge, termination or waiver is sought, and no amendment,
transfer, assignment, sale, hypothecation or pledge of this Contract 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) 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.
12. MISCELLANEOUS.
(a) The captions in this Contract 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
Contract 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
Institutional Series Trust is the designation of the Trustees under
the Declaration of Trust, dated October 31, 1994 as amended from time
to time. The Declaration of Trust has been filed with the Secretary
of State 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 Trust or 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.
(c) The Trust and the Fund may use the name "Independence" or
"NIXDEX" or any name similar to "Independence Investment Associates,
Inc." or "NIXDEX" only for so long as this Agreement remains in
effect. At such time as this Agreement shall no longer be in effect,
the Fund will (to the extent that it lawfully can) cease to use such
names or any other names indicating that the Fund is advised by or
otherwise connected with the Sub-Adviser. The Fund acknowledges that
it has adopted a name that includes the name "Independence" through
permission of the Sub-Adviser and agrees that the Sub-Adviser
reserves to itself and any successor to its business the right to
grant the non-exclusive right to use the name "Independence" or
"NIXDEX" or any similar name to any other
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corporation or entity, including but not limited to any
investment company of which it or any of its subsidiaries or
affiliates shall be the investment adviser.
13. GOVERNING LAW. This Contract shall be construed in accordance with
the laws of The Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act.
14. SEVERABILITY. The provisions of this contract 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.
Yours very truly,
XXXX XXXXXXX ADVISERS, INC.
By: /s/ Xxxx X. Xxxxxxx
--------------------
Its: President
-------------------
The foregoing Contract is hereby agreed to as of the date thereof.
XXXX XXXXXXX INSTITUTIONAL SERIES TRUST
on behalf of Xxxx Xxxxxxx Independence Medium Capitalization Fund
By: /s/ Xxxx X. Xxxxxxx
--------------------
Its: President
-------------------
INDEPENDENCE INVESTMENT ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Its: President
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