SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 27th day of April, 2000
between SECURITY MANAGEMENT COMPANY, LLC (the "Adviser"), a Kansas limited
liability company, registered under the Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act"), and Wellington Management Company, LLP
(the "Subadviser"), a Massachusetts limited liability partnership registered
under the Investment Advisers Act.
WITNESSETH:
WHEREAS, SBL Fund and Security Equity Fund, Kansas corporations, are
registered with the Securities and Exchange Commission (the "Commission") as
open-end management investment companies under the Investment Company Act of
1940, as amended (the "Investment Company Act");
WHEREAS, SBL Fund is authorized to issue shares of Series T, a separate
series of SBL Fund and Security Equity Fund is authorized to issues shares of
the Technology Series, a separate series of Security Equity Fund (each series
referred to herein individually as a "Fund" and collectively as the "Funds");
WHEREAS, each of SBL Fund and Security Equity Fund has, pursuant to an
Advisory Agreement with the Adviser (the "Advisory Agreements"), retained the
Adviser to act as investment adviser for and to manage each Fund's assets;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreements to other investment advisers, subject
to the requirements of the Investment Company Act; and
WHEREAS, the Adviser desires to retain the Subadviser as subadviser for the
Funds to act as investment adviser for and to manage each Fund's Investments (as
defined below) and the Subadviser desires to render such services.
NOW, THEREFORE, the Adviser and Subadviser do mutually agree and promise as
follows:
1. APPOINTMENT AS SUBADVISER. The Adviser hereby retains the Subadviser to
act as investment adviser for and to manage the assets of the Funds subject to
the supervision of the Adviser and the Board of Directors of SBL Fund and
Security Equity Fund, and subject to the terms of this Agreement; and the
Subadviser hereby accepts such employment. In such capacity, the Subadviser
shall be responsible for each Fund's Investments.
2. DUTIES OF SUBADVISER.
(a) INVESTMENTS. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions of
the Funds as set forth in each Fund's prospectus and statement of additional
information as currently in effect and as supplemented or amended from time
to time (collectively referred to hereinafter as the "Prospectus") and
subject to the directions of the Adviser and the respective Fund's Board to
purchase, hold and sell investments for the account of the Funds (hereinafter
"Investments") and to monitor on a continuous basis the performance of such
Investments. The Subadviser shall give the Funds the benefit of its best
efforts in rendering its services as Subadviser. The Subadviser may contract
with or consult with such banks, other securities firms, brokers or other
parties, without additional expense to the Funds, as it may deem appropriate
regarding investment advice, research and statistical data, clerical
assistance or otherwise.
(b) BROKERAGE. The Subadviser is authorized, subject to the supervision of
the Adviser and the respective Fund's Board to establish and maintain
accounts on behalf of each Fund with, and place orders for the purchase and
sale of each Fund's Investments with or through, such persons, brokers or
dealers as Subadviser may select which may include, to the extent permitted
by the Adviser and the respective Fund's Board, brokers or dealers affiliated
with the Subadviser, and negotiate commissions to be paid on such
transactions. The Subadviser agrees that in placing such orders it shall
attempt to obtain best execution, provided that, the Subadviser may, on
behalf of the Funds, pay brokerage commissions to a broker which provides
brokerage and research services to the Subadviser in excess of the amount
another broker would have charged for effecting the transaction, provided (i)
the Subadviser determines in good faith that the amount is reasonable in
relation to the value of the brokerage and research services provided by the
executing broker in terms of the particular transaction or in terms of the
Subadviser's overall responsibilities with respect to the Funds and the
accounts as to which the Subadviser exercises investment discretion, (ii)
such payment is made in compliance with Section 28(e) of the Securities
Exchange Act of 1934, as amended, and any other applicable laws and
regulations, and (iii) in the opinion of the Subadviser, the total
commissions paid by the Funds will be reasonable in relation to the benefits
to the Funds over the long term. In reaching such determination, the
Subadviser will not be required to place or attempt to place a specific
dollar value on the brokerage and/or research services provided or being
provided by such broker. It is recognized that the services provided by such
brokers may be useful to the Subadviser in connection with the Subadviser's
services to other clients. On occasions when the Subadviser deems the
purchase or sale of a security to be in the best interests of one or both of
the Funds as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order
to obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of securities so sold or
purchased, 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 Funds and to
such other clients. The Subadviser will report on such allocations at the
request of the Adviser, SBL Fund, Security Equity Fund or their respective
Boards, providing such information as the number of aggregated trades to
which the Fund was a party, the broker(s) to whom such trades were directed
and the basis of the allocation for the aggregated trades. Subject to the
foregoing provisions of this subsection 2(b) and at the direction of the
Adviser or the Funds, the Subadviser may also consider sales of fund shares
as a factor in the selection of brokers or dealers for the Fund's portfolio
transactions.
(c) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of
the Subadviser will not purchase securities or other instruments from or sell
securities or other instruments to the Funds ("Principal Transactions");
PROVIDED, HOWEVER, the Subadviser may enter into a Principal Transaction with
a Fund if (i) the transaction is permissible under applicable laws and
regulations, including, without limitation, the Investment Company Act and
the Investment Advisers Act and the rules and regulations promulgated
thereunder, and (ii) the transaction or category of transactions receives the
express written approval of the Adviser.
The Subadviser agrees to observe and comply with Rule 17j-1 under the
Investment Company Act and its Code of Ethics, as the same may be amended
from time to time. The Subadviser agrees to provide the Adviser, SBL Fund and
Security Equity Fund with a copy of such Code of Ethics.
(d) BOOKS AND RECORDS. The Subadviser will maintain all books and records
required to be maintained pursuant to the Investment Company Act and the
rules and regulations promulgated thereunder solely with respect to
transactions made by it on behalf of the Funds including, without limitation,
the books and records required by Subsections (b)(1), (5), (6), (7), (9),
(10) and (11) and Subsection (f) of Rule 31a-1 under the Investment Company
Act and shall timely furnish to the Adviser all information relating to the
Subadviser's services hereunder needed by the Adviser to keep such other
books and records of the Funds required by Rule 31a-1 under the Investment
Company Act. The Subadviser will also preserve all such books and records for
the periods prescribed in part (e) of Rule 31a-2 under the Investment Company
Act, and agrees that such books and records shall remain the sole property of
the Funds and shall be immediately surrendered to the Funds upon request;
provided, however, that the Subadviser may retain a copy of such record. The
Subadviser further agrees that all books and records maintained hereunder
shall be made available to the Funds or the Adviser at any time upon
reasonable request and notice, including telecopy, during any business day.
(e) INFORMATION CONCERNING INVESTMENTS AND SUBADVISER. From time to time
as the Adviser or the Funds may request, the Subadviser will furnish the
requesting party reports on portfolio transactions and reports on Investments
held in the portfolios, all in such detail as the Adviser or the Funds may
reasonably request. The Subadviser will make available its officers and
employees to meet with the Funds' Board of Directors at the Funds' principal
place of business on due notice to review the Investments of the Funds.
The Subadviser will also provide such information as is customarily
provided by a subadviser and may be required for the Funds or the Adviser to
comply with their respective obligations under applicable laws, including,
without limitation, the Internal Revenue Code of 1986, as amended (the
"Code"), the Investment Company Act, the Investment Advisers Act, the
Securities Act of 1933, as amended (the "Securities Act") and any state
securities laws, and any rule or regulation thereunder.
During the term of this Agreement, the Adviser agrees to furnish the
Subadviser at its principal office all registration statements, proxy
statements, reports to stockholders, sales literature or other materials
prepared for distribution to stockholders of the Funds, the SBL Fund,
Security Equity Fund or the public that refer to the Subadviser for
Subadviser's review and approval. The Subadviser shall be deemed to have
approved all such materials unless the Subadviser reasonably objects by
giving notice to the Adviser in writing within five business days (or such
other period as may be mutually agreed) after receipt thereof. The
Subadviser's right to object to such materials is limited to the portions of
such materials that expressly relate to the Subadviser, its services and its
clients. The Adviser agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that refer to
the Subadviser or its clients in any way are consistent with those materials
previously approved by the Subadviser as referenced in this paragraph. Sales
literature may be furnished to the Sub-Adviser by first class or overnight
mail, facsimile transmission equipment or hand delivery
(f) CUSTODY ARRANGEMENTS. The Subadviser shall provide the Funds'
custodian, on each business day with information relating to all transactions
concerning the Funds' assets.
(g) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In all
matters relating to the performance of this Agreement, the Subadviser and its
directors, officers, partners, employees and interested persons shall act in
conformity with each Fund's Articles of Incorporation, By-Laws, and currently
effective registration statement and with the written instructions and
directions of the resepctive Fund's Board and the Adviser, and shall comply
with the requirements of the Investment Company Act, the Investment Advisers
Act, the Commodity Exchange Act, the rules thereunder, and all other
applicable federal and state laws and regulations.
In carrying out its obligations under this Agreement, the Subadviser shall
ensure that, based on the information available to the Subadviser, each Fund
complies with all applicable statutes and regulations necessary to qualify
the Fund as a Regulated Investment Company under Subchapter M of the Code (or
any successor provision), and shall notify the Adviser immediately upon
having a reasonable basis for believing that the Fund has ceased to so
qualify or that it might not so qualify in the future.
In carrying out its obligations under this Agreement, the Subadviser shall
invest the assets of Series T in such a manner as to ensure that, based on
the information available to the Subadviser, Series T complies with the
diversification provisions of Section 817(h) of the Code (or any successor
provision) and the regulations issued thereunder relating to the
diversification requirements for variable insurance contracts and any
prospective amendments or other modifications to Section 817 or regulations
thereunder. Subadviser shall notify the Adviser immediately upon having a
reasonable basis for believing that Series T has ceased to comply and will
take all reasonable steps to adequately diversify Series T so as to achieve
compliance within the grace period afforded by Regulation 1.817-5.
The Adviser has furnished the Subadviser with copies of each of the
following documents and will furnish the Subadviser at its principal office
all future amendments and supplements to such documents, if any, as soon as
practicable after such documents become available: (i) the Articles of
Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's
registration statement under the Investment Company Act and the Securities
Act of 1933, as amended, as filed with the Commission, and (iv) any written
instructions of the respective Fund's Board and the Adviser.
(h) VOTING OF PROXIES. The Subadviser shall direct the custodian as to how
to vote such proxies as may be necessary or advisable in connection with any
matters submitted to a vote of shareholders of securities held by the Funds.
3. CUSTODY, DELIVERY AND RECEIPT OF SECURITIES. The Funds shall designate one
or more custodians to hold the Investments. The custodians, as so designated,
will be responsible for the custody, receipt and delivery of securities and
other assets of the Funds, and the Subadviser shall have no authority,
responsibility or obligation with respect to the custody, receipt or delivery of
securities or other assets of the Funds. In the event that any cash or securites
of a Fund are delivered to the Subadviser, it will promptly deliver the same
over to the custodian for the benefit of and in the name of the Fund.
4. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent SBL Fund, Security Equity Fund or the Adviser
in any way or otherwise be deemed an agent of SBL Fund, Security Equity Fund or
the Adviser.
5. COMPENSATION. The Adviser shall pay to the Subadviser, for the services
rendered hereunder, the fees set forth in Exhibit A to this Agreement.
6. EXPENSES. The Subadviser shall bear all expenses incurred by it in
connection with its services under this Agreement and will, from time to time,
at its sole expense employ or associate itself with such persons as it believes
to be particularly fitted to assist it in the execution of its duties hereunder.
However, the Subadviser shall not assign or delegate any of its investment
management duties under this Agreement without the approval of the Adviser and
the appropriate Fund's Board.
7. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents
and warrants to the Adviser and the Funds as follows:
(a) The Subadviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Subadviser will immediately 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
Investment Company Act;
(c) The Subadviser is fully authorized to serve as Subadviser to the Funds
and to perform the services described under this Agreement.;
(d) The Subadviser is a limited liability partnership duly organized and
validly existing under the laws of the Commonwealth of Massachusetts with the
power to own and possess its assets and carry on its business as it is now
being conducted;
(e) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized by
all necessary action on the part of its shareholders, and no action by or in
respect of, or filing with, any governmental body, agency or official is
required on the part of the Subadviser for the execution, delivery and
performance by the Subadviser of this Agreement, and the execution, delivery
and performance by the Subadviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Subadviser's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding
upon the Subadviser;
(f) This Agreement is a valid and binding agreement of the Subadviser;
(g) The Form ADV of the Subadviser previously provided to the Adviser is a
true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects as of its filing date, and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading;
8. NON-EXCLUSIVITY. The services of the Subadviser with respect to the Funds
are not deemed to be exclusive, and the Subadviser and its officers shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities
so long as its duties hereunder are not impaired thereby.
9. SERVICES TO BE FURNISHED. The services to be furnished by the Subadviser
under this Agreement may be furnished through the medium of any of the
Subadviser's partners, officers or employees.
10. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the Commodity Futures Trading Commission (the "CFTC") and
the National Futures Association;
(c) The Adviser is a limited liability company duly organized and validly
existing under the laws of the State of Kansas with the power to own and
possess its assets and carry on its business as it is now being conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement and the Advisory Agreement are within the Adviser's powers and have
been duly authorized by all necessary action on the part of its members, and
no action by or in respect of, or filing with, any governmental body, agency
or official is required on the part of the Adviser for the execution,
delivery and performance by the Adviser of this Agreement, and the execution,
delivery and performance by the Adviser of this Agreement do not contravene
or constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Adviser's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Adviser;
(e) This Agreement and the Advisory Agreement are valid and binding
agreements of the Adviser;
(f) The Form ADV of the Adviser previously provided to the Subadviser is a
true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects as of its filing date and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading;
(g) The Adviser acknowledges that it received a copy of the Subadviser's
Form ADV at least 48 hours prior to the execution of this Agreement.
11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6 and 8 hereof shall survive for the duration of this
Agreement and the parties hereto shall promptly notify each other in writing
upon becoming aware that any of the foregoing representations and warranties are
no longer true.
12. LIABILITY AND INDEMNIFICATION.
(a) LIABILITY. In the absence of willful misfeasance, bad faith or
negligence on the part of the Subadviser or a breach of its duties hereunder,
the Subadviser shall not be subject to any liability to the Adviser, SBL
Fund, Security Equity Fund or the Funds or any of the Funds' shareholders,
and, in the absence of willful misfeasance, bad faith or negligence on the
part of the Adviser or a breach of its duties hereunder, the Adviser shall
not be subject to any liability to the Subadviser, for any act or omission in
the case of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of Investments;
PROVIDED, HOWEVER, that nothing herein shall relieve the Adviser and the
Subadviser from any of their respective obligations under applicable law,
including, without limitation, the federal and state securities laws and the
CEA. The Subadviser shall not be liable to the Adviser, SBL Fund, Security
Equity Fund or the Funds for any losses that may be sustained as a result of
delays in or inaccuracy of information about the Funds provided to the
Subadviser by or on behalf of the Adviser or the Funds' Custodian.
(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser, SBL Fund,
Security Equity Fund and the Funds, and their respective officers and
directors, for any liability and expenses, including attorneys' fees, which
may be sustained by the Adviser, SBL Fund, Security Equity Fund or the Funds,
as a result of the Subadviser's willful misfeasance, bad faith, negligence,
breach of its duties hereunder or violation of applicable law, including,
without limitation, the federal and state securities laws or the CEA. The
Adviser shall indemnify the Subadviser and its officers and partners, for any
liability and expenses, including attorneys' fees, which may be sustained as
a result of the Adviser's, SBL Fund's, Security Equity Fund's or the Funds'
willful misfeasance, bad faith, negligence, breach of its duties hereunder or
violation of applicable law, including, without limitation, the federal and
state securities laws or the CEA.
13. DURATION AND TERMINATION.
(a) DURATION. This Agreement shall become effective upon the date first
above written, provided that this Agreement shall not take effect with
respect to SBL Fund or Security Equity Fund unless it has first been approved
(i) by a vote of a majority of those directors of SBL Fund or Security Equity
Fund, as applicable, who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of SBL Fund,
Series T's, or Security Equity Fund, Technology Series', as applicable,
outstanding voting securities. This Agreement shall continue in effect for a
period of two years from the date hereof, subject thereafter to being
continued in force and effect from year to year with respect to each Fund if
specifically approved each year by either (i) the Board of Directors of the
applicable Fund, or (ii) by the affirmative vote of a majority of each Fund's
outstanding voting securities. In addition to the foregoing, each renewal of
this Agreement with respect to each Fund must be approved by the vote of a
majority of the applicable Fund's directors who are not parties to this
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Prior to voting on
the renewal of this Agreement, the Board of Directors of each Fund may
request and evaluate, and the Subadviser shall furnish, such information as
may reasonably be necessary to enable the Fund's Board of Directors to
evaluate the terms of this Agreement.
(b) TERMINATION. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without payment of
any penalty:
(i) By vote of a majority of the Board of Directors of a Fund with
respect to that Fund, or by vote of a majority of the outstanding voting
securities of a Fund, or by the Adviser, in each case, upon sixty (60)
days' written notice to the Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any representation
or warranty contained in Section 6 hereof, which shall not have been cured
during the notice period, upon twenty (20) days written notice;
(iii) By the Adviser immediately upon written notice to the Subadviser
if the Subadviser becomes unable to discharge its duties and obligations
under this Agreement; or
(iv) By the Subadviser upon 90 days written notice to the Adviser and
the Funds.
This Agreement shall not be assigned (as such term is defined in the
Investment Company Act) without the prior written consent of the parties
hereto. This Agreement shall terminate automatically in the event of its
assignment without such consent or upon the termination of the Advisory
Agreement.
14. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Funds pursuant to the Advisory Agreement
and shall oversee and review the Subadviser's performance of its duties under
this Agreement.
15. AMENDMENT. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment with respect to the
Funds shall be in writing, signed by the party against which enforcement of the
change, waiver, discharge or termination is sought and approved by the Board of
Directors of the Funds or by a vote of a majority of the outstanding voting
securities of the Funds.
16. NOTICE. Any notice that is required to be given by the parties to each
other (or to the Fund) under the terms of this Agreement shall be in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Regulatory Affairs Department
Facsimile: 000-000-0000
(b) Copy to: Xxxxxx X. XxXxxxxxx, President & CEO
(c) If to the Adviser:
Security Management Company, LLC
000 XX Xxxxxxxx
Xxxxxx, Xxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, President
Facsimile: (000) 000-0000
(d) If to SBL Fund or Security Equity Fund:
SBL Fund (or Security Equity Fund, as applicable)
000 XX Xxxxxxxx
Xxxxxx, Xxxxxx 00000-0000
Attention: Xxx X. Xxx, Secretary
Facsimile: (000) 000-0000
17. GOVERNING LAW; JURISDICTION. Except as indicated in Section 19(b) of this
Agreement, this Agreement shall be governed by and construed in accordance with
the internal laws of the State of Kansas.
18. AGREEMENT AND COUNTERPARTS. This Agreement embodies the entire agreement
and understanding among the parties hereto, and supersedes all prior agreements
and understandings relating to this Agreement's subject matter. This Agreement
may be executed in one or more counterparts, all of which shall together
constitute one and the same instrument.
19. CAPTIONS. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
20. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
21. CERTAIN DEFINITIONS.
(a) "BUSINESS DAY." As used herein, business day means any customary
business day in the United States on which the New York Stock Exchange is
open.
(b) MISCELLANEOUS. 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 Investment Company Act shall be resolved by reference to
such term or provision of the Investment Company Act and to interpretations
thereof, if any, by the U.S. courts or, in the absence of any controlling
decisions of any such court, by rules, regulation or order of the Commission
validly issued pursuant to the Investment Company Act. Specifically, as used
herein, "investment company," "affiliated person," "interested person,"
"assignment," "broker," "dealer" and "affirmative vote of the majority of the
Fund's outstanding voting securities" shall all have such meaning as such
terms have in the Investment Company Act. The term "investment adviser" shall
have such meaning as such term has in the Investment Advisers Act and the
Investment Company Act, and in the event of a conflict between such Acts, the
most expansive definition shall control. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
SECURITY MANAGEMENT COMPANY, LLC
By: XXXXX X. XXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
Attest: XXX X. XXX
------------------------------
Name: Xxx X. Xxx
Title: Secretary
Subadviser
By: XXXX X. XXXXX
------------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
Attest: KATY X. XXXXX
------------------------------
Name: Katy X. Xxxxx
Title: Assistant Vice President
EXHIBIT A
Compensation
For all services rendered by the Subadviser hereunder, Adviser shall pay to
Subadviser an annual fee (the "Subadvisory Fee") equal to an annual rate of .50%
of the average daily net assets of the Funds.
If this Agreement shall be effective for only a portion of a year, the
Subadviser's compensation for said year shall be prorated for such portion. For
purposes of calculating the compensation to be paid hereunder, the value of the
net assets of the Funds shall be computed in the same manner at the end of the
business day as the value of such net assets is computed in connection with the
determination of the net asset value of the Funds' shares as described in the
Prospectus for the Funds.The Subadvisory Fee shall be accrued for each calendar
day the Subadviser renders subadvisory services hereunder and the sum of the
daily fee accruals shall be paid monthly to the Subadviser. Payment for the
Subadviser's compensation for the preceding month shall be made as promptly as
possible after the end of each month.
