EXHIBIT 5(B)(VI)
PORTFOLIO MANAGEMENT CONTRACT
Xxxxxx Trust and Savings Bank (the "Adviser"), an Illinois bank and
Xxxxxx Investment Management, Inc., (the "Portfolio Management Agent") a
Delaware corporation registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), agree as follows:
1. APPOINTMENT OF PORTFOLIO MANAGEMENT AGENT. The Adviser appoints the
Portfolio Management Agent to furnish investment advisory and other services to
HT Insight Funds, Inc. d/b/a Xxxxxx Insight Funds for its Hemisphere Free Trade
Fund (the "Fund") and the Portfolio Management Agent accepts that appointment
for the period and on the terms set forth below.
2. SERVICES OF PORTFOLIO MANAGEMENT AGENT.
(a) INVESTMENT MANAGEMENT. Subject to the overall control of the Board
of Directors of the Company (the "Board of Directors") and the Adviser, the
Portfolio Management Agent shall have supervisory responsibility for the general
management and investment of the assets of the Fund giving due consideration to
the investment policies and restrictions, portfolio transaction policies and the
other statements concerning the Fund in the Company's Articles of Incorporation,
by-laws and registration statements under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Securities Act of 1933, as amended (the "1933
Act"), to the provisions of the 1933 Act and the 1940 Act and rules and
regulations thereunder, to the provisions of the Internal Revenue Code
applicable to the Fund as regulated investment companies and to other applicable
law (the "Investment Policies and Restrictions"). It is understood that the
Portfolio Management Agent intends to enter into an investment subadvisory
contract (a "Subadvisory Contract") with each of Bancomer Asesora de Fondos,
S.A. de C.V. and Xxxxx Xxxxxx Investment Counsel Inc.. Each Subadviser shall
have the responsibilities and duties set forth in Section 3 below and in its
respective Subadvisory Contract.
(b) ALLOCATION AMONG COUNTRIES The Portfolio Management Agent shall
allocate and reallocate the portion of the Fund's assets to be invested in
various countries, including the United States, Canada and Mexico, to be managed
by it and the respective Subadvisers.
(c) MONITORING SUBADVISER. The Adviser shall monitor and evaluate the
investment performance of the Subadvisers; and shall monitor the investment
activities of the Subadvisers to ensure compliance with the Investment Policies
and Restrictions.
(d) REPORTS AND INFORMATION. The Portfolio Management Agent shall
furnish to the Adviser periodic reports on the investment strategy and
performance of the Fund and such additional reports and information as the
Adviser or the Board of Directors or the officers of the Company may reasonably
request.
(e) UNDERTAKINGS OF PORTFOLIO MANAGEMENT AGENT. The Portfolio
Management Agent further agrees that it will:
(i) At all times be duly registered as an investment adviser
under the Investment Advisers Act of 1940 and be duly registered and qualified
under other securities legislation in each jurisdiction where such registration
or qualification is required, whether as portfolio manager, investment counsel
or such other category as may be required;
(ii) Comply with the 1940 Act and with all applicable rules
and regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by the
Board of Directors from time to time;
(iii) Select broker-dealers in accordance with guidelines
established by the Board of Directors from time to time and in accordance with
applicable law (consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Portfolio
Management Agent may, in its discretion, purchase and sell portfolio securities
to and from brokers and dealers who provide the Portfolio Management Agent with
research advice and other services);
(iv) Maintain books and records with respect to the securities
transactions of the Funds;
(v) Treat confidentially and as proprietary information of the
Company all records and other information relative to the Company or to prior,
present or potential shareholders, and will not use such records or information
for any purpose other than in the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld, (B) when so
requested by the Company, (C) as required by tax authorities or (D) pursuant to
a judicial request, requirement or order, provided that the Portfolio Management
Agent takes reasonable steps to provide the Company with prior notice in order
to allow the Company to contest such request, requirement or order.
(f) BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Portfolio Management Agent agrees that all records
that it maintains for the Company are the property of the Company and further
agrees to surrender promptly to the Company any of such records upon the
Company's request. The Portfolio Management Agent further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act.
(g) INDEPENDENT CONTRACTOR. The Portfolio Management Agent shall for
all purposes herein be deemed to be an independent contractor and not an agent
of the Company and shall, unless otherwise expressly provided or authorized,
have no authority to act for or represent the Company in any way.
3. SERVICES OF SUBADVISERS. Subject to the overall control of the Board
of Directors, the Adviser, the Portfolio Management Agent and pursuant to the
terms of its Subadvisory Contract, each Subadviser shall manage the investment
and reinvestment of the portion of the Fund's assets allocated to it by the
Portfolio Management Agent, giving due consideration to the Investment Policies
and Restrictions. The Portfolio Management Agent shall not be responsible or
liable for the investment merits of any decision by a Subadviser to purchase,
hold or sell a security for the portfolio of the Fund.
4. UNDERTAKINGS OF ADVISER. The Adviser will:
(a) Furnish to the Portfolio Management Agent promptly a copy of each
amendment to the registration statement of the Trust under the 1940 Act and the
1933 Act and of each prospectus and statement of additional information relating
to the Fund and any supplement thereto;
(b) Inform the principal custodian of the Funds (the "Custodian")
(currently PNC Bank, N.A.) of the appointment of the Portfolio Management Agent
as investment Portfolio Management Agent and portfolio manager of the Funds;
(c) Instruct the Custodian to cooperate with the Portfolio Management
Agent in the provision of custodial services to the Funds; and
(d) Provide the Portfolio Management Agent with all information that
the Portfolio Management Agent may reasonably require insofar as it relates to
the custodial arrangements in connection with this Agreement.
5. EXPENSES BORNE BY PORTFOLIO MANAGEMENT AGENT. The Portfolio
Management Agent at its own expense shall furnish personnel, office space and
office facilities and equipment required to render its services pursuant to this
Agreement.
6. COMPENSATION OF PORTFOLIO MANAGEMENT AGENT. For the services to be
rendered and the expenses to be assumed and to be paid by the Adviser under this
Agreement, the Adviser shall pay to the Portfolio Management Agent the advisory
fees is receives from the Fund.
7. NON-EXCLUSIVITY. The services of the Portfolio Management Agent to
the Company under this Agreement are not to be deemed exclusive and the
Portfolio Management Agent shall be free to render similar services to others so
long as its services under this Agreement are not impaired by such other
activities.
8. STANDARD OF CARE. Neither the Portfolio Management Agent, nor any of
its directors, officers, agents or employees shall be liable or responsible to
the Company or its shareholders for any error of judgment, or any loss arising
out of any investment, or for any other act or omission in the performance by
the Portfolio Management Agent of its duties under this Agreement, except for
liability resulting from willful misfeasance, bad faith or gross negligence on
its part or from reckless disregard of its obligations and duties under this
Agreement.
9. INSPECTION. The Adviser (or any authorized agent of the Adviser as
advised in writing to the Portfolio Management Agent) shall have a right to
audit, inspect and photocopy documents (and remove such photocopies) relating to
investment subadvisory and portfolio management services performed under this
Agreement, during normal business hours of the Portfolio Management Agent.
10. AUTHORIZED PERSONS.
(a) The Portfolio Management Agent is authorized to accept instructions
and directions with respect to this Agreement signed by any one of
______________ of the Adviser. The Adviser will notify the Portfolio Management
Agent of any changes in its officers empowered to act under this Agreement.
(b) The Adviser is authorized to accept instructions and directions
with respect to this Agreement signed by any Senior Partner or Partner of the
Portfolio Management Agent. The Portfolio Management Agent will notify the
Adviser of any changes in its officers empowered to act under this Agreement.
(c) The Portfolio Management Agent will advise the Custodian of the
names of persons from whom the Custodian is authorized to accept instructions
regarding investment transactions.
11. USE OF PORTFOLIO MANAGEMENT AGENT'S NAME AND MARKS. The Portfolio
Management Agent grants to the Adviser and the Company the right to use, in
marketing, promotional and advertising materials of the Adviser or the Company,
any registered trademarks, logos or other marks that the Portfolio Management
Agent uses in advertising and publicizing itself and its services as a portfolio
manager or investment counsel. Any such material shall be subject to the
approval by the Portfolio Management Agent as to form and content prior to its
use by the Adviser or the Company. The Portfolio Management Agent consents to
the disclosure, in documents relating to the Fund, of its name as the investment
sub-adviser and portfolio manager of the assets of the Fund.
12. AMENDMENT. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the Directors
of the directors, including a majority of those Directors who are not
"interested persons" of the Company, the Adviser or the Portfolio Management
Agent and (b) of a "majority of the outstanding shares" of such Fund. The terms
"interested person" and "vote of a majority of the outstanding shares" shall be
construed in accordance with their respective definitions in Sections 2(a)(19)
and 2(a)(42) of the 1940 Act and, with respect to the latter term, in accordance
with Rule 18f-2 under the 1940 Act.
13. TERMINATION. This Agreement may be terminated as to any Fund, at
any time, without payment of any penalty, by the Board of Directors, or by a
vote of a majority of the outstanding shares of the Fund, upon at least 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time upon at least 60 days' written notice to the Company. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
Section 2(a)(4) of the 1940 Act). Unless terminated as hereinbefore provided,
this Agreement shall continue in effect with respect to the Fund for a period of
two years from the date hereof and thereafter from year to year only so long as
such continuance is specifically approved at least annually (a) by a majority of
those Directors who are not interested persons of the Trust, the Adviser or the
Portfolio Management Agent, voting in person at a meeting called for the purpose
of voting on such approval, and (b) by either the Board of Directors or by a
vote of a majority of the outstanding shares of the Fund.
14. NOTICE. Any notice, demand, change of address or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic medium addressed to the
recipient as follows:
To the Portfolio
Management Agent: Xxxxxx Investment Management, Inc.
000 X. XxXxxxx 0xx Xxxxx
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
To the Adviser: Xxxxxx Trust and Savings Bank
000 X. Xxxxxx 0X
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Fax: 000-000-0000
To the Company: HT Insight Funds, Inc.
Telephone:
Fax:
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.
15. THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the Company, which shall have all rights against the Portfolio
Management Agent as would pertain to it if this Agreement were directly between
the Company and the Portfolio Management Agent.
16. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.
17. REFERENCES AND HEADINGS. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as "herein,"
"hereof," and "under this Agreement" shall be deemed to refer to this Agreement
or this Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: April 9, 1996
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
ATTEST:
........................................
______________________, Secretary
XXXXXX INVESTMENT MANAGEMENT, INC.
By /s/ W.O. Leszinske
--------------------------------
Name: W.O. Leszinske
Title:
ATTEST:
.......................................
______________________, Secretary
