Exhibit (d)(v)
XXXXXXXX CAPITAL FUNDS (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
SCHRODER U.S. LARGE CAP EQUITY FUND
(FORMERLY, SCHRODER U.S. DIVERSIFIED GROWTH FUND)
AGREEMENT, made as of the ____ day of ______, 2003, among Xxxxxxxx
Investment Management North America Inc., a Delaware Corporation (the
"Adviser"), Xxxxxxxx Investment Management North America Limited, a U.K.
corporation (the "Subadviser") and Xxxxxxxx Capital Funds (Delaware), a Delaware
Business Trust (the "Trust"), on behalf of the Schroder U.S. Large Cap Equity
Fund series (the "Fund") of the Trust.
WITNESSETH:
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1. Subject to the oversight of the Board of Trustees of the Trust (the
"Board"), the Adviser manages the investment and reinvestment of the assets of
the Fund and otherwise provides management and certain other services as
specified in the Amended and Restated Investment Advisory Agreement, dated as of
September 15, 1999, between the Adviser and the Trust on behalf of the Fund (the
"Investment Advisory Agreement"). The Adviser hereby employs the Subadviser to
provide on behalf of the Fund certain of the investment management services
required of the Adviser under and in accordance with the Investment Advisory
Agreement, and the Subadviser hereby accepts such employment and agrees to
provide such services for the compensation herein provided, all subject to and
in accordance with the terms and conditions of this Agreement.
2. (a) Subject to the direction of and control of the Adviser and the
oversight of the Board, the Subadviser shall (i) regularly provide the Fund with
investment research, advice and supervision and will furnish continuously an
investment program for the Fund's investments consistent with the Fund's
investment objectives as set forth in the Trust's Registration Statement on Form
N-1A, as it may from time to time be in effect under the Securities Act of 1933,
as amended (hereinafter referred to as the "1933 Act") and (ii) recommend what
securities shall be bought or sold by the Fund, and what portion of the Fund's
assets shall be held uninvested, subject always to the provisions of the Trust's
Trust Instrument, Registration Statement on Form N-1A under the 1933 Act and of
the Investment Company Act of 1940, as amended (hereinafter referred to as the
"1940 Act"), as each of the same shall be from time to time amended. The
Subadviser shall advise and assist the officers of the Adviser and the Trust in
taking such steps as necessary or appropriate to carry out the decisions of the
Adviser and of the Board and the appropriate committees of the Board regarding
the foregoing matters and general conduct of the investment business of the
Fund.
(b) The Subadviser acknowledges and agrees that the Adviser is
ultimately responsible for providing to the Fund the services required of it
under the Investment Advisory
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Agreement. Accordingly, the Subadviser shall discharge its duties and
responsibilities specified in paragraph (a) of this Section 2 and elsewhere in
this Agreement subject at all times to the direction, control and oversight of
the Adviser. In furtherance thereof, the Subadviser shall, without limitation,
(i) make its offices available to representatives of the Adviser for on-site
inspections and consultations with the officers and applicable portfolio
managers of the Subadviser responsible for the day-to-day management of the
Fund, (ii) upon request, provide the Adviser with copies of all records it
maintains regarding its management of the Fund and (iii) report to the Adviser
each calendar quarter and at such other times as the Adviser may reasonably
request regarding (A) the Subadviser's implementation of the Fund's investment
program and the Fund's portfolio composition and performance, (B) any policies
and procedures implemented by the Subadviser to ensure compliance with United
States securities laws and regulations applicable to the Subadviser and the
Fund, (C) the Fund's compliance with the investment objectives, policies and
limitations set forth in the Fund's then current prospectus and Statement of
Additional Information and any additional operating policies or procedures that
the Fund communicates to the Subadviser in writing (either directly or through
the Adviser) and (D) such other matters as the Adviser may reasonably request.
3. (a) The Subadviser will furnish or cause to be furnished without
expense to the Trust, the Fund or the Adviser, the services of such of the
Subadviser's officers and employees and officers and employees of corporate
affiliates of the Subadviser (other than the Adviser), as may be duly elected
officers or trustees of the Trust, subject to their individual consent to serve
and to any limitations imposed by law.
(b) The Subadviser will provide on behalf of the Fund investment
advisory, research and statistical facilities and all clerical services relating
to research, statistical and investment work.
(c) Except to the extent provided in subsections (a) and (b) above, the
Subadviser shall have no responsibility or obligation to pay any costs or
expenses of the Trust, the Fund or the Adviser.
4. For the services to be rendered by the Subadviser as provided in this
Agreement, the Adviser (and not the Trust or the Fund) will pay to the
Subadviser a monthly fee in an amount equal to twenty-five percent (25%) of all
fees actually paid by the Fund to the Adviser for such month under Section 4 of
the Investment Advisory Agreement; provided, however, that the Subadviser's fee
payable hereunder for any period shall be reduced such that the Subadviser bears
twenty-five percent (25%) of any voluntary fee waiver observed or expense
reimbursement borne by the Adviser with respect to the Fund for such period. For
clarity, the Adviser shall be obligated to pay the Subadviser fees hereunder for
any period only out of and following the Adviser's receipt from the Fund of
advisory fees pursuant to Section 4 of the Investment Advisory Agreement for
such period. Subject to the foregoing, the amounts due the Subadviser in payment
of such fee shall be accrued daily by the Adviser in accordance with Section 4
of the Investment Advisory Agreement; and the amount accrued with respect to
each calendar month shall become due and payable to the Subadviser on the first
business day of the next succeeding calendar month.
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5. If any occasion should arise in which the Subadviser gives any advice
to its clients concerning the shares of the Fund, the Subadviser will act solely
for such clients and not in any way on behalf of the Trust or the Fund.
6. The Subadviser shall not be liable for any error of judgment or for any
loss suffered by the Trust, the Fund or the Adviser in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Subadviser's part in the
performance of its duties or from reckless disregard by the Subadviser of its
obligations and duties under this Agreement. Any person, even though also
employed by the Subadviser, who may be or become an employee of and paid by the
Trust shall not be deemed, when acting within the scope of his employment by the
Trust, to be the Subdviser's employee or agent. Any of the Subadviser's officers
or employees rendering services (other than pursuant to paragraph 2 hereof) to
the Trust as an officer or employee of the Trust acting in any business of the
Trust pursuant to the undertakings contained in this Agreement, shall be deemed
to render such service solely to the Trust and in no respect to act under the
Trust's control or direction although paid by the Subadviser.
7. This Agreement shall become effective on the date first written above,
and, except as provided in this paragraph 7, shall continue in effect
indefinitely thereafter, but only so long as the continuance after the first
anniversary of such effective date shall be specifically approved at least
annually by the vote of a majority of Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of the Fund and, in either case,
by vote of a majority of Trustees who are not parties to this Agreement or
"interested persons" of the Trust, the Adviser or the Subadviser within the
meaning of the 1940 Act, cast in person at a meeting called for the purpose of
voting on such approval. This Agreement may be terminated at any time, without
the payment of any penalty, (i) by the Board or by vote of a majority of the
outstanding voting securities of the Fund on 60 days' written notice to the
Subadviser; (ii) by the Adviser on 60 days' written notice to the Subadviser; or
(iii) by the Subadviser on 60 days' written notice to the Adviser and the Trust.
This Agreement shall automatically terminate in the event of its assignment. In
interpreting the provisions of this paragraph 7, the definitions contained in
the 1940 Act (particularly the definitions of "interested persons," "assignment"
and "voting security"), and in any regulation of the Securities and Exchange
Commission thereunder, shall be applied.
8. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective except by a
written instrument properly authorized and executed by all parties hereto.
9. This Agreement may be executed 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.
10. The Fund will be treated as an Intermediate Customer under rules of
the Financial
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Services Authority in the United Kingdom.
IN WITNESS WHEREOF, XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC.,
XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA LIMITED and XXXXXXXX CAPITAL FUNDS
(DELAWARE) have each caused this instrument to be signed on its behalf by its
duly authorized representative, all as of the day and year first above written.
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: ____________________________
Name:
Title:
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED
By: ____________________________
Name:
Title:
XXXXXXXX CAPITAL FUNDS (DELAWARE), on behalf of its
Schroder U.S. Large Cap Equity Fund series
By: ____________________________
Name:
Title:
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