Ex-99.d.25
THE XXXXXXX FUNDS
U.S. LARGE CAP GROWTH FUND
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between XXXXXXX PARTNERS, INC., a Delaware
corporation (the "Investment Manager"), and UBS ASSET MANAGEMENT (NEW YORK),
INC., a New York corporation (the "Sub-Adviser").
WITNESSETH:
WHEREAS, THE XXXXXXX FUNDS, a Delaware business trust (the "Trust"), has
been organized and operates as an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940, as amended, and
engage in the business of providing investment management services; and
WHEREAS, the Investment Manager and the Trust, on behalf of the U.S. Large
Cap Growth Fund series (the "Series"), have entered into an agreement dated as
of October 30, 2000 (the "Investment Management Agreement"), whereby the
Investment Manager provides investment advisory services to the Trust on behalf
of the Series; and
WHEREAS, the Investment Management Agreement permits the Investment Manager
to hire one or more sub-advisers to assist the Investment Manager in providing
investment advisory services to the Series;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Investment Manager hereby employs the Sub-Adviser, subject always
to the Investment Manager's control and supervision, to manage the investment
and reinvestment of that portion of the Series' portfolio as the Investment
Manager shall designate from time to time, and to furnish the Investment Manager
with investment recommendations, asset allocation advice, research and other
investment services, subject to the direction of the Board of Trustees and
officers of the Trust for the period and on the terms hereinafter set
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forth. The Sub-Adviser hereby accepts such employment and agrees during such
period to render the services and assume the obligations herein set forth for
the compensation herein provided. The Sub-Adviser shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized, have no authority to act for or represent the
Trust in any way, or in any way be deemed an agent of the Trust. The Sub-Adviser
shall regularly make decisions as to what securities to purchase and sell on
behalf of the Series, shall effect the purchase and sale of investments in
furtherance of the Series' investment objectives and policies by placing
transactions through its trading department or the Investment Manager's trading
department, and shall furnish the Board of Trustees of the Trust with such
information and reports regarding the Series' investments as the Investment
Manager deems appropriate or as the Trustees of the Trust may reasonably
request. The Sub-Adviser shall act in conformity with the Agreement and
Declaration of Trust and By-Laws of the Trust, and the Series' prospectus and
with the instructions and directions of the Investment Manager and of the Board
of Trustees of the Trust, and shall conform to and comply with the requirements
of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other
applicable federal and state laws and regulations consistent with the provisions
of Section 15(c) of the 1940 Act.
2. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Sub-Adviser will place orders for the purchase and
sale of portfolio securities with such broker/dealers who provide statistical,
factual and financial information and services to the Trust, to the Investment
Manager, to the Sub-Adviser or to any other fund for which the Investment
Manager or Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Series or who sell shares of any other
fund for which the Investment Manager or Sub-Adviser provides investment
advisory services. Broker/dealers who sell shares of the funds for which the
Investment Manager or Sub-Adviser provides advisory services shall only receive
orders for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the Rules of the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers,
Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Trust, the Sub-Adviser may ask the Trust, on behalf
of the Series, and the Trust, on behalf of the Series, may agree to pay a member
of an exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
in such instances where the Trust and the Sub-Adviser have determined in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such
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member, broker or dealer, viewed in terms of either that particular transaction
or the Sub-Adviser's overall responsibilities with respect to the Series and to
other funds and other advisory accounts for which the Investment Manager or the
Sub-Adviser exercises investment discretion.
3. As compensation for the services to be rendered to the Series by the
Sub-Adviser under the provisions of this Agreement, the Investment Manager shall
pay to the Sub-Adviser a monthly fee equal to one twelfth of 0.10% of the fee
paid to the Investment Manager under the terms of the Investment Management
Agreement.
If this Agreement is terminated prior to the end of any calendar month, the
sub-advisory fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days during which the Agreement is in effect bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
4. The services to be rendered by the Sub-Adviser to the Series under the
provisions of this Agreement are not to be deemed to be exclusive, and the Sub-
Adviser shall be free to render similar or different services to others so long
as its ability to render the services provided for in this Agreement shall not
be impaired thereby.
5. The Sub-Adviser, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Series or to any other investment company, corporation, association, firm or
individual.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
a reckless disregard of the performance of duties of the Sub-Adviser to the
Series, the Sub-Adviser shall not be subject to liability to the Series or to
any shareholder of the Series for any action or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security, or otherwise.
7. (a) This Agreement shall be executed and become effective as of the
date written below. It shall continue in effect for a period of two years and
may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Trustees of the Trust or
by vote of a majority of the outstanding voting securities of the Series and
only if the terms and the renewal hereof have been approved by the vote of a
majority of the Trustees of the Trust who are not parties hereto or interested
persons of any
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such party ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval.
(b) No amendment to this Agreement shall be effective for the Series
unless approved by: (i) a majority of the Trustees; and (ii) a majority of the
outstanding voting securities of the Series. Notwithstanding the foregoing, this
Agreement may be amended as to the Series without the approval of a majority of
the outstanding voting securities of the Series if the amendment relates solely
to a change that is permitted or not prohibited under federal law, rule,
regulation or SEC staff interpretation thereof to be made without shareholder
approval.
Notwithstanding the foregoing, this Agreement may be terminated as to the
Series by the Investment Manager or the Trust at any time, without the payment
of a penalty, on not more than sixty days' written notice to the Sub-Adviser, of
the Investment Manager's or the Trust's intention to do so, in the case of the
Trust pursuant to action by the Board of Trustees of the Trust or pursuant to
vote of a majority of the outstanding voting securities of the Series. The Sub-
Adviser may terminate this Agreement at any time, without the payment of a
penalty, on not more than sixty days' written notice to the Investment Manager
and the Trust of its intention to do so. Upon termination of this Agreement,
the obligations of all the parties hereunder shall cease and terminate as of the
date of such termination, except for any obligation to respond for a breach of
this Agreement committed prior to such termination. This Agreement shall
automatically terminate in the event of its assignment. This Agreement shall
automatically terminate upon the termination of the Investment Management
Agreement.
8. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
9. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities;" "interested person;" and "assignment" shall
have the respective meanings set forth in the 1940 Act.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the 30th day of
October, 2000.
XXXXXXX PARTNERS, INC.
Attest:______________________ By:__________________________
Name: Name:
Title: Title:
XXXXXXX PARTNERS, INC.
Attest:______________________ By:___________________________
Name: Name:
Title: Title:
UBS ASSET MANAGEMENT
(NEW YORK), INC.
Attest:______________________ By:___________________________
Name: Name:
Title: Title:
Agreed to and accepted as of the day and year first above written:
THE XXXXXXX FUNDS
for the U.S. LARGE CAP
GROWTH FUND
Attest:______________________ By:___________________________
Name: Name:
Title: Title:
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