Exhibit 99(d)(vii)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
X. X. XXXXXX INVESTMENT MANAGEMENT INC.
AND
OBERWEIS ASSET MANAGEMENT, INC.
INVESTMENT SUBADVISORY AGREEMENT, effective as of the ___day of December, 2004,
between X.X. Xxxxxx Investment Management Inc. (the "Adviser"), a corporation
organized and existing under the laws of the State of Delaware, and OBERWEIS
ASSET MANAGEMENT, INC. ("Subadviser"), a corporation organized and existing
under the laws of the State of Illinois.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as
of the 21day of January, 2003 ("Advisory Agreement") with X.X. Xxxxxx Xxxxxxx
Series Trust, a Massachusetts business trust (the "Trust"), which is engaged in
business as an open-end management investment company registered under the
Investment Company Act of 1940, as amended, ("1940 Act"); and
WHEREAS, the Trust is and will continue to be a series fund having two or more
investment portfolios, each with its own assets, investment objectives, policies
and restrictions (each a "Fund"); and
WHEREAS, the Subadviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, ("Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to assist it in the
provision of a continuous investment program for that portion of the assets of
the Fund listed on Appendix A which the Adviser may from time to time assign to
the Subadviser (the "Subadviser Assets") and the Subadviser is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby retains the Subadviser to act as investment
adviser for and to manage the Subadviser Assets for the period and on the terms
set forth in this Agreement. The Subadviser accepts such employment and agrees
to render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUBADVISER
A. INVESTMENT SUBADVISORY SERVICES. Subject to the supervision of the
Trust's Board of Trustees (the "Board") and the Adviser, the Subadviser
shall (a) manage the investments of the Subadviser Assets in accordance
with the Fund's investment objective, policies, and restrictions as
provided in the Trust's Prospectus and Statement of Additional Information,
as currently in effect and as amended or supplemented from time to time
(hereinafter referred to as the "Prospectus"), and in compliance with the
requirements applicable to registered investment companies under applicable
laws and those requirements applicable to regulated investment companies
under Subchapter M of the Internal Revenue Code of 1986, as amended
("Code") and such other limitations as the Adviser may institute (so long
as Adviser has provided such other limitations to Subadviser in writing
prior to their implementation). The Subadviser shall (a) make investment
decisions for the Subadviser Assets; (b) place purchase and sale orders for
portfolio transactions for the Subadviser Assets; and (c) employ
professional portfolio managers and securities analysts to provide research
services to the Subadviser Assets. In providing these services, the
Sub-Adviser will conduct a continual program of investment, evaluation and,
if appropriate, sale and reinvestment of the Subadviser Assets.
B. SUBADVISER UNDERTAKINGS. In all matters relating to the performance of
this Agreement,
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the Subadviser shall act in conformity with the Trust's Articles of
Incorporation, By-Laws, and Prospectus and with the written instructions
and directions of the Board and the Adviser. The Subadviser hereby agrees
to:
(i) regularly report to the Board and the Adviser (in such form and
frequency as the Adviser and Subadviser mutually agree) with
respect to Subadviser's services hereunder, including compliance
of the Subadviser Assets with the Prospectus, the 1940 Act and
the Code, and on other topics as may reasonably be requested by
the Board or the Adviser, including attendance at Board
meetings, as reasonably requested, to present such reports to
the Board;
(ii) comply with valuation procedures formally adopted by Board,
including any amendments thereto that has been provided to
Subadviser, and consult with the Trust's pricing agent regarding
the valuation of securities that are not registered for public
sale, not traded on any securities markets, or otherwise may
require fair valuation;
(iii) provide, subject to any obligations or undertakings reasonably
necessary to maintain the confidentiality of the Subadviser's
proprietary and confidential information, any and all
information, records and supporting documentation about the
composite of accounts and the funds the Subadviser manages that
have investment objectives, policies, and strategies
substantially similar to those employed by the Subadviser in
managing the Subadviser Assets which may be reasonably
necessary, under applicable laws, to allow the Trust or its
agent to present historical performance information concerning
the Subadviser's similarly managed accounts and funds, for
inclusion in the Trust's Prospectus and any other reports and
materials prepared by the Trust or its agent, in accordance with
regulatory requirements or as requested by applicable federal or
state regulatory authorities; provided that Subadviser shall
have no responsibility or liability with respect to the Trust's
presentation of such
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information, unless the information it provides in accordance
with this provision is inaccurate or incomplete.
C. EXPENSES. The Subadviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne by the
Trust, except to the extent specifically assumed by the Subadviser in
writing. The expenses to be borne by the Trust include, without limitation,
the following: organizational costs, taxes, interest, brokerage fees and
commissions, Trustees' fees, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
D. BROKERAGE. The Subadviser will select brokers and dealers to effect all
orders for the purchase and sale of Subadviser Assets. In selecting brokers
or dealers to execute transactions on behalf of the Subadviser Assets of
the Fund, the Subadviser will seek the best overall terms available. In
assessing the best overall terms available for any transaction, the
Subadviser will consider factors it deems relevant, including, without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best overall terms
available, the Subadviser is authorized to consider the brokerage and
research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934, as
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amended) provided to the Fund and/or other accounts over which the
Subadviser exercises investment discretion. Except as permitted by Rule
17a-10 under the 1940 Act, Subadviser will not engage in principal
transactions with respect to the Subadviser Assets with any affiliate of
the Adviser or of any other subadviser to the Fund, and will engage in
agency transactions with respect to the Subadviser Assets with such
affiliates only in accordance with all applicable rules and regulations.
Subadviser will provide a list of its affiliates to Adviser, as such may be
amended from time to time. Adviser will provide to Subadviser a list of
affiliated brokers and dealers of the Adviser and of each other subadviser
to the Fund at the date of execution of this Agreement, and thereafter as
necessary to reflect any changes.
E. AGGREGATION OF ORDERS. On occasions when the Subadviser deems the
purchase or sale of a security to be in the best interest of the Subadviser
Assets as well as other clients of the Subadviser, the Subadviser may to
the extent permitted by applicable laws and regulations, but shall be under
no obligation to, aggregate the orders for securities to be purchased or
sold. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to its other
clients over time. The Adviser recognizes that, in some cases, the
Subadviser's allocation procedure may limit the size of the position that
may be acquired or sold for the Subadviser Assets.
F. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Subadviser hereby agrees that all records which it
maintains for the Subadviser Assets of the Fund are the property of the
Trust and further agrees to surrender promptly to the Trust copies of any
of such records upon the Fund's or the Adviser's reasonable request,
provided, however, that Subadviser may retain copies of any records to the
extent required for it to comply with applicable laws. The Subadviser
further agrees to preserve for the periods
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prescribed by Rule 31a-2 under the 1940 Act the records relating to its
activities hereunder required to be maintained by Rule 31a-1 under the 1940
Act and to preserve the records relating to its activities hereunder
required by Rule 204-2 under the Advisers Act for the period specified in
said Rule. Notwithstanding the foregoing, Subadviser has no responsibility
for the maintenance of the records of the Fund, except for those related to
the Subadviser Assets.
G. SUBADVISER COMPLIANCE RESPONSIBILITIES. The Subadviser and the Adviser
acknowledge that the Subadviser is not the compliance agent for the Fund,
and does not have access to all of the Trust's books and records necessary
to perform certain compliance testing. However, to the extent that the
Subadviser has agreed to perform the services specified in this Agreement,
the Subadviser shall perform compliance testing with respect to the
Subadviser Assets based upon information in its possession and upon
information and written instructions received from the Adviser or the
Trust's Administrator and shall not be held in breach of this Agreement so
long as it performs in accordance with such information and instructions.
Specifically, the Subadviser shall not be responsible for the Fund being in
violation of any applicable law or regulation or investment policy or
restriction applicable to the Fund as a whole or for the Fund's failure to
qualify as a regulated investment company under the Code if the securities
and other holdings of the Subadviser Assets would not be in such violation
or failing to so qualify if the Subadviser Assets were deemed a separate
series of the Trust or a separate regulated investment company under the
Code. The Adviser or Trust's Administrator shall promptly provide the
Subadviser with copies of the Trust's Declaration of Trust, By-Laws,
current Prospectus and any written policies or procedures adopted by the
Board applicable to the Subadviser Assets and any amendments or revisions
thereto. Subadviser shall supply such reports or other documentation as
reasonably requested from time to time by the Adviser to evidence
Subadviser's compliance with such Prospectus, policies or procedures.
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H. PROXY VOTING. The Subadviser shall use its good faith judgment in a
manner which it reasonably believes best serves the interests of the Fund's
shareholders to vote or abstain from voting all proxies solicited by or
with respect to the issuers of securities in the Subadviser Assets. The
Subadviser's obligations in the previous sentence are contingent upon its
timely receipt of such proxy solicitation materials, which the Adviser
shall cause to be forwarded to Subadviser.. The Subadviser further agrees
that it will adopt written proxy voting procedures that shall comply with
the requirements of the 1940 Act and the Investment Advisers Act of 1940.
The Sub-Adviser further agrees that it will provide the Board as the Board
may reasonably request, with a written report of the proxies voted during
the most recent 12-month period or such other period as the Board may
designate, in a format that shall comply with the 1940 Act. Upon reasonable
request, Subadviser shall provide the Advisor with all proxy voting records
relating to the Subadviser Assets, including but not limited to those
required by Form NPX. Subadviser will also provide an annual certification,
in a form reasonably acceptable to Adviser, attesting to the accuracy and
completeness of such proxy voting records.
I. USE OF NAMES. The Subadviser shall not use the name, logo, insignia, or
other identifying xxxx of the Trust or the Adviser or any of their
affiliates or any derivative or logo or trade or service xxxx thereof, or
disclose information related to the business of the Adviser or any of its
affiliates in material relating to the Subadviser in any manner not
approved prior thereto by the Adviser; provided, however, that the Adviser
shall approve all uses of its or the Trust's name and that of their
affiliates which merely refer in accurate terms to the appointment of the
Subadviser hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such approval be
unreasonably withheld. The Adviser shall not use the name, logo, insignia,
or other identifying xxxx of the Subadviser or any of its affiliates in any
prospectus, sales literature or other material or disclose information
related to the business of the Subadviser or any of its affiliates in any
manner not approved prior thereto by the Subadviser; provided, however,
that the Subadviser shall approve all uses of its name which merely refer
in accurate terms to the appointment of the
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Subadviser hereunder or which are required by the SEC or a state securities
commission; and provided, further that in no event shall such approval be
unreasonably withheld.
J. OTHER SUBADVISERS. With respect to the Fund, (i) the Subadviser will not
consult with any other subadviser to that Fund (including, in the case of
an offering of securities subject to Section 10(f) of the 1940 Act, any
subadviser that is a principal underwriter or an affiliated person of a
principal underwriter of such offering) concerning transactions for that
Fund in securities or other assets, except, in the case of transactions
involving securities of persons engaged in securities-related businesses,
for purposes of complying with the conditions of paragraphs (a) and (b) of
Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser will provide advice
and otherwise perform services hereunder exclusively with respect to the
Subadviser Assets of the Fund.
3. COMPENSATION OF SUBADVISER. The Adviser will pay the Subadviser, with
respect to each Fund on Appendix A attached hereto, the compensation specified
in Appendix A. Such fees will be computed daily and paid monthly, calculated at
an annual rate based on the Subadviser Assets' average daily net assets as
determined by the Trust's accounting agent. Compensation for any partial period
shall be pro-rated based on the length of the period.
4. STANDARD OF CARE. The Subadviser shall exercise its best judgment in
rendering its services described in this Agreement. Except as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable law, the
Subadviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Adviser in connection with the matters
to which this Agreement relates, except a loss resulting from Subadviser's
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties hereunder or from reckless disregard by it of its
obligations and duties under this Agreement
5. INDEMNIFICATION.
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a. The Adviser agrees to indemnify and hold harmless the Sub-Adviser from
and against any and all claims, losses, liabilities or damages (including
reasonable attorneys' fees and other related expenses) ("Losses"), howsoever
arising, from or in connection with this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided however that the Adviser will not
indemnify the Subadviser for Losses resulting from the Subadviser's willful
misfeasance, bad faith or gross negligence in the performance of its duties or
from the Subadviser's reckless disregard of its obligations and duties under
this Agreement
b. The Subadviser agrees to indemnify and hold harmless the Adviser from
and against any and all Losses resulting from the Subadviser's willful
misfeasance, bad faith, or gross negligence in the performance of, or from
reckless disregard of, the Subadviser's obligations and duties under this
Agreement; ; provided however that the Subadviser will not indemnify the Adviser
for Losses resulting from the Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties or from the Adviser's reckless
disregard of its obligations and duties under this Agreement.
6. NON-EXCLUSIVITY. The services of the Subadviser to the Adviser with respect
to the Subadviser assets are not to be deemed to be exclusive, and the
Subadviser and its affiliates shall be free to render investment advisory or
other services to others (including other investment companies) and to engage in
other activities. It is understood and agreed that the directors, officers, and
employees of the Subadviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation, including other investment companies. Adviser acknowledges
that Subadviser or its affiliates may give advice and take actions in the
performance of its duties to clients which differ from the advice, or the timing
and nature of actions taken, with respect to other clients' accounts (including
the Subadviser assets) or employee accounts which may invest in some of the same
securities recommended to advisory clients. In addition, advice provided by the
Subadviser may differ from advice given by its affiliates.
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7. MAINTENANCE OF INSURANCE. During the term of this Agreement and for a
period of one year after the termination hereof, Subadviser will maintain
comprehensive general liability coverage and will carry a fidelity bond covering
it and each of its employees and authorized agents with limits of not less than
those considered commercially reasonable and appropriate under current industry
practices. Subadviser shall promptly notify Adviser of any termination of said
coverage.
8. CONFIDENTIALITY. Each party to this Agreement shall keep confidential any
proprietary or nonpublic information concerning the other party and will not use
or disclose such information for any purpose other than the performance of its
responsibilities and duties hereunder, unless the non-disclosing party has
authorized such disclosure or if such disclosure is expressly required or
requested by applicable federal or state regulatory authorities. Nonpublic
information shall not include information a party to this Agreement can clearly
establish was (a) known to the party prior to this Agreement; (b) rightfully
acquired by the party from third parties whom the party reasonably believes are
not under an obligation of confidentiality to the other party to this Agreement;
(c) placed in public domain without fault of the party or its affiliates; or (d)
independently developed by the party without reference or reliance upon the
nonpublic information.
9. TERM OF AGREEMENT. This Agreement shall become effective as of the date of
its execution and shall continue in effect for a period of two years from the
date of execution. Thereafter, this Agreement shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually by (i) the Board or (ii) a vote of a "majority" (as defined in
the 0000 Xxx) of the Fund's outstanding voting securities, provided that in
either event the continuance also is approved by a majority of the Board who are
not "interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty, on 60 days'
written notice, by the Adviser, by the Board, by vote of holders of a majority
of the Fund's shares or by the Subadviser, and will terminate five business days
after the Subadviser receives written notice of the termination of the Advisory
Agreement
10
between the Trust and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
10. REPRESENTATIONS OF SUBADVISER. The Subadviser represents, warrants, and
agrees as follows:
A. The Subadviser: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or
the applicable requirements of any regulatory or industry self-regulatory
organization, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; and (v) will promptly
notify the Adviser of the occurrence of any event that would disqualify the
Subadviser from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
B. The Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics. On at least an annual basis, the Subadviser will comply with the
reporting requirements of Rule 17j-1, which may include (i) certifying to
the Adviser that the Subadviser and its Access Persons have complied with
the Subadviser's Code of Ethics with respect to the Subadviser Assets and
(ii) identifying any material violations which have occurred with respect
to the Subadviser Assets. Upon the reasonable request of the Adviser, the
Subadviser shall permit the Adviser, its employees or its agents to examine
the reports required to be made by the Subadviser pursuant to Rule 17j-1
and all other records relevant to the Subadviser's code of ethics.
C. Subadviser has adopted and implemented written policies and procedures,
as required by Rule 206(4)-7 under the Advisers Act, which are reasonably
designed to prevent
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violations of federal securities laws by the Subadviser, its employees,
officers and agents. Upon reasonable request, Subadviser shall provide the
Advisor with access to the records relating to such policies and procedures
as they relate to the Subadviser Assets. Subadviser will also provide, at
the reasonable request of the Adviser, periodic certifications, in a form
reasonably acceptable to Adviser, attesting to such written policies and
procedures.
D. The Subadviser has provided the Adviser and the Trust with a copy of its
Form ADV as most recently filed with the SEC and hereafter will furnish a
copy of its annual amendment to the Adviser. The Adviser acknowledges
receipt of the Subadviser's Form ADV more than 48 hours prior to the
execution of this Agreement.
11. PROVISION OF CERTAIN INFORMATION BY SUBADVISER. The Subadviser will
promptly notify the Adviser (1) in the event the SEC or other governmental
authority has censured the Subadviser; placed limitations upon its activities,
functions or operations; suspended or revoked its registration, if any, as an
investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions or (2) upon having a reasonable basis for
believing that the Fund has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Code. The Subadviser
further agrees to notify the Adviser promptly of any material fact known to the
Subadviser respecting or relating to the Subadviser that is not contained in the
Prospectus, and is required to be stated therein or necessary to make the
statements therein not misleading, or of any statement contained therein that
becomes untrue in any material respect. As reasonably requested by the Trust on
behalf of the Trust's officers and in accordance with the scope of Subadviser's
obligations and responsibilities contained in this Agreement, Subadviser will
provide reasonable assistance to the Trust in connection with the Trusts's
compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated
by the SEC thereunder, and Rule 38(a) - 1 of the 1940 Act. Such assistance shall
include, but not be limited to, (i) certifying periodically, upon the reasonable
request of the Trust, that it is in compliance with all applicable "federal
securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule
206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with
third-party audits arranged
12
by the Trust to evaluate the effectiveness of its compliance controls; (iii)
providing the Trust's chief compliance officer with direct access to its
compliance personnel; (iv) providing the Trust's chief compliance officer with
periodic reports and (v) promptly providing special reports in the event of
compliance problems. Further, Subadviser is aware that: (i) the Chief Executive
Officer (Principal Executive Officer) and Treasury/Chief Financial Officer
(Principal Financial Officer) of the Trust (collectively, "Certifying Officers")
are required to certify the Trust's periodic reports on Form N-CSR pursuant to
Rule 30a-2 under the Investment Company Act of 1940, as amended; and (ii) the
Certifying Officers must rely upon certain matters of fact generated by
Subadviser of which they do not have firsthand knowledge. Consequently,
subadviser has in place and has observed procedures and controls that are
reasonably designed to ensure the adequacy of the services provided to the Trust
under this Agreement and the accuracy of the information prepared by it and
which is included in the Form N-CSR, and shall provide certifications to the
Trust to be relied upon by the Certifying Officers in certifying the Trust's
periodic reports on Form N-CSR, in a form satisfactory to the Trust.
12. PROVISION OF CERTAIN INFORMATION BY THE ADVISER. The Adviser will promptly
notify the Subadviser (1) in the event that the SEC has censured the Adviser or
the Trust; placed limitations upon either of their activities, functions, or
operations; suspended or revoked the Adviser's registration as an investment
adviser; or has commenced proceedings or an investigation that may result in any
of these actions and (2) upon having a reasonable basis for believing that the
Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code.
13. AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by both parties.
14. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of
laws principles thereof, and
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with the 1940 Act. To the extent that the applicable laws of the State of
New York conflict with the applicable provisions of the 1940 Act, the
latter shall control.
B. CHANGE IN CONTROL. The Subadviser will notify the Adviser of any change
of control of the Subadviser, including any change of its general partners
or 25% shareholders or 25% limited partners, as applicable, in each case
prior to or promptly after such change. In addition the Subadviser will
notify the Adviser of any changes in the key personnel who are either the
portfolio manager(s) of the Subadviser Assets or senior management of the
Subadviser as soon as practicable after such change.
C. CAPTIONS. The Captions contained 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.
D. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior
agreements between the parties relating to the subject matter hereof.
E. DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court, by rules, releases or orders of the SEC validly issued pursuant
to the Act. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell,"
and "security" shall have the same meaning as such terms have in the 1940
Act, subject to such exemptions as may be granted by the SEC by any rule,
release or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, release, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the
effect of such rule, release, or order.
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F. NOTICES. Any notice herein required is to be in writing and is deemed to
have been given to Subadviser or Adviser upon receipt of the same at their
respective addresses set forth below. All written notices required or
permitted to be given under this Agreement will be delivered by personal
service, by postage mail return receipt requested or by facsimile machine
or similar means of delivery that provide evidence of receipt. All notices
to Adviser shall be sent to: X.X. Xxxxxx Investment Management Inc, 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx X. Xxxx.
All notices to Subadviser shall be sent to:
OBERWEIS ASSET MANAGEMENT, INC.
ATTENTION: XXXXX X. XXXXXXXX
000 XXX XXXXX XXXXX, XXXXX 000
XXXXX XXXXXX, XX 00000
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
Attest: By:
-------------------------------
-------------------------------
(Title)
------------------------------- -------------------------------
Date:
OBERWEIS ASSET MANAGEMENT, INC.
Attest: By:
-------------------------------
Xxxxx X. Xxxxxxxx
-------------------------------
President
-------------------------------
-------------------------------
Date:
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APPENDIX A
FEE SCHEDULE
For the services provided by Subadviser to the Subadviser Assets, pursuant to
the attached Investment Sub-Advisory Agreement, the Adviser will pay the
Subadviser a fee, computed daily and payable monthly, based on the average daily
net assets of the Subadvisory Assets at the following annual rates of the
average daily net assets of the Subadviser Assets as determined by the Trust's
accounting agent:
FUND RATE
JPMorgan Multi-Manager Small Cap Growth Fund 0.55%
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