EX-99.d.10
XXXXXXX RELATIONSHIP FUNDS
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, XXXXXXX RELATIONSHIP 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 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 each of its series (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, with respect to each
Series listed on Exhibit A to this Agreement, which Exhibit may be amended from
time to time, to manage the investment and reinvestment of that portion of the
portfolio of each Series, 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 forth. The Sub-Adviser hereby accepts such
employment and agrees during such period to render the services and assume the
obligations herein set forth. 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 or
the Series in any way, or in any way be deemed an agent of the Trust or the
Series. 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' 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 a Series, and the Trust, on behalf of a 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 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. No compensation shall be paid to the Sub-Adviser for the services
to be provided under this Agreement.
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 as to a Series 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 particular 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 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 as to a
particular 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 a particular 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
a 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 a particular 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.
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:
XXXXXXX RELATIONSHIP FUNDS
Attest:_________________ By:__________________________
Name: Name:
Title: Title:
EXHIBIT A
Series Subject to this Agreement
Xxxxxxx High Yield Fund
Xxxxxxx Defensive High Yield Fund
