Exhibit 99.(d)(29)
INVESTMENT SUB-SUB-ADVISORY AGREEMENT
Between
X. XXXX PRICE ASSOCIATES, INC.
and
x.
xxxx price international ltd
This INVESTMENT SUB-SUB-ADVISORY
AGREEMENT (“Agreement”) is dated as of June 25, 2018, by and between X. Xxxx Price Associates, Inc. (the “Adviser”),
a corporation organized and existing under the laws of the State of Maryland, United States of America, and X. Xxxx Price International
Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.
WHEREAS, the Adviser
has entered into a subadvisory agreement dated June , 2018 (“Subadvisory Agreement”) with Xxxxxx Investment Management,
Inc. (the “Company”) on behalf of the Xxxxxx Opportunistic Fixed Income Fund (the “Fund”);
WHEREAS,
the Subadviser is engaged in the business of, among other things, rendering investment advisory services and is registered as an
investment adviser in the United States under the Investment Advisers Act of 1940, as amended (“Advisers Act”), the
United Kingdom with the Financial Conduct Authority (“FCA”) and other non-U.S. regulatory agencies; and
WHEREAS,
the Adviser is authorized under its Subadvisory Agreement to engage the Subadviser, and obtain such information, advice or assistance
from the Subadviser, as the Adviser may deem necessary, appropriate or convenient for the discharge of its obligations under such
agreement, subject to the overall supervision of the Company; and
WHEREAS,
the Adviser desires to retain the Subadviser to act as Subadviser to furnish certain investment advisory services to the Adviser
and the Fund, and Company and the board of trustees of the Fund have approved the same, and the Subadviser is willing to furnish
such services;
NOW, THEREFORE,
in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:
1. Appointment. Adviser
hereby appoints the Subadviser, and Company and the board of trustees of the Fund have approved such appointment, as its investment
sub-subadviser with respect to the portion of the Fund allocated to the Adviser by the Company (the “Allocated Assets”)
for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
2. Duties of the Subadviser.
A. Investment
Sub-advisory Services. Subject to the supervision of the Fund’s Board of Trustees (“Board”), the Company,
and the Adviser, the Subadviser shall act as the investment sub-subadviser and shall purchase, hold and sell investments for
the Allocated Assets, as specified by the Adviser from time to time, and in accordance with the Fund’s investment
objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of
Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as
the “Prospectus”), and such other limitations as the Company, Fund or Adviser may impose by notice in writing to
the Subadviser. The Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses,
securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall
formulate and implement a continuing program for the management of the Allocated Assets in a manner consistent with the
Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the
Subadviser, on behalf of the Allocated Assets is authorized to:
(1) make discretionary
investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;
(2) place orders and
negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers,
underwriters or issuers as the Subadviser may select;
(3) vote proxies, exercise
conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of
securities in which Fund assets may be invested provided such materials have been forwarded to the Subadviser in a timely fashion
by the Fund’s custodian;
(4) instruct the Fund
custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise
disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian
and/or credited to the Fund upon acquisition of the same for the Fund;
(5) maintain all or
part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed
reasonable and prudent by the Subadviser,; and
(6) generally, perform
any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.
Notwithstanding
anything to the contrary herein, the Subadviser’s authority to manage the Allocated Assets shall not exceed the Adviser’s
authority under the Subadvisory Agreement.
B. Personnel, Office
Space, and Facilities of Subadviser. The Subadviser at its own expense shall furnish or provide and pay the cost of such office
space, office equipment, office personnel, and
office services as the Subadviser
requires in the performance of its investment advisory and other obligations under this Agreement.
C. Further Duties of
Subadviser. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Fund’s
Declaration of Trust and By-Laws, policies and procedures for compliance by the Fund with the Federal Securities Laws and the Fund’s
currently effective Registration Statement (as defined below) and with the written instructions and directions of the Company and
the Adviser, and shall comply with the applicable requirements of the Investment Company Act of 1940, as amended (the “1940
Act”), the Advisers Act, the rules thereunder, and any other applicable United States, state or foreign laws and regulations.
The Subadviser shall provide the Adviser and/or the Company with such information, materials, certifications and/or reports that
the Adviser and/or the Company reasonably requests to enable the Adviser to discharge its duties under the Subadvisory Agreement
and to enable the Company to discharge its supervisory and oversight responsibilities to the Fund.
3. Compensation. For
the services provided and the expenses assumed by the Subadviser pursuant to this Agreement, the Adviser may pay the Subadviser
an investment management fee, if any, up to, but not more than 60% of the management fee paid to the Adviser under its Subadvisory
Agreement with the Fund.
4. Duties of the Adviser.
A. The Adviser shall
continue to have responsibility for all services to be provided to the Fund pursuant to the Subadvisory Agreement, and shall, subject
to the oversight of the Company, oversee and review the Subadviser’s performance of its duties under this Agreement.
B. Upon request from
the Subadviser, the Adviser will furnish the Subadviser with copies of each of the following documents and any future amendments
and supplements to such documents, if any, as soon as practicable after such request and such documents become available:
(1) The
Declaration of Trust of the Fund, as amended from time to time (“Articles”);
(2) The By-Laws
of the Fund as in effect on the date hereof and as amended from time to time (“By-Laws”);
(3) Certified
resolutions of the Fund’s Board authorizing the appointment of the Adviser and the Subadviser and approving the form of
the Subadvisory Agreement and this Agreement;
(4) The
Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed
with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”);
(5) The
Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments
thereto;
(6) The
Fund’s Prospectus (as defined above); and
(7) A certified
copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of
any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities
exchange.
The Adviser
shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to
enable it to perform its duties pursuant to this Agreement.
5. Brokerage.
A. The Subadviser agrees
that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall use its best efforts to
obtain, on behalf of the Fund, the best overall execution available; provided that, on behalf of the Fund, the Subadviser may,
in its discretion, agree to pay a broker-dealer that furnishes brokerage or research services as such services are defined under
Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which
might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser determines in good faith
that such commission is reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in
terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to
which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will
portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the
federal securities laws and the rules and regulations thereunder.
B. On occasions when
the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund 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 purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so purchased or sold, 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 Fund and to its other clients.
6. Ownership of Records.
The Subadviser shall maintain all books and records required to be maintained by the Subadviser pursuant to the 1940 Act and the
rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees (i) that all records that it maintains for the Fund are the property
of the Fund, (ii) to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the
Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and (iii) agrees to surrender promptly to the Fund
any records that it maintains for the Fund upon request by the Fund or the Company; provided, however, the Subadviser may retain
copies of such records.
7. Reports. The Subadviser
shall furnish to the Board, the Company or the Adviser, or each, as appropriate, such information, reports, evaluations, analyses
and opinions as the Subadviser and the Board, Company or the Adviser, as appropriate, may mutually agree upon from time to time.
8. Services to Others
Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Subadviser, or any affiliated person
thereof, to render investment management and corporate administrative services to other investment companies, to act as investment
manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii)
the right of any director, officer, or employee of the Subadviser, who may also be a director, officer, or employee of the Company,
to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
9. Subadviser’s
Use of the Services of Others. The Subadviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ,
retain, or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing
the Subadviser or the Company or the Fund, as appropriate, with such statistical and other factual information, such advice regarding
economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice,
or assistance as the Subadviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or
otherwise helpful to the Company or the Fund, as appropriate, or in the discharge of Subadviser’s overall responsibilities
with respect to the other accounts that it serves as investment manager or counselor.
10. Limitation of Liability
of the Subadviser. Neither the Subadviser nor any of its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Company, the Fund (at the direction or request of the Subadviser) or the Subadviser
in connection with the Subadviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement,
shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Company or the Fund or (ii) any
error of fact or mistake of law contained in any report or data provided by the Subadviser, except for any error, mistake or loss
resulting from willful misfeasance, bad faith, or negligence in the performance of its or his duties on behalf of the Company or
the Fund or from reckless disregard by the Subadviser or any such person of the duties of the Subadviser pursuant to this Agreement.
11. Representations
of Subadviser. The Subadviser represents, warrants, and agrees as follows:
A. The Subadviser: (i)
is registered as an investment adviser under the Advisers Act and will continue to be so registered or licensed for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law or regulation
from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement
remains in effect, any other applicable federal, state or foreign law requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this Agreement; and (v) 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 1940 Act or otherwise.
B. The Subadviser has
adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, a compliance program complying
with the requirements of Rule 206(4)-7 under the Advisers Act, and if it has not already done so, will provide the Adviser, the
Company, and the Fund with a copy of such code of ethics, together with evidence of its adoption. The Subadviser has provided the
Adviser and the Company with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment
to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser.
12. Term of Agreement.
This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless
it has first been approved by a vote of a majority of those trustees of the Fund 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. Unless sooner terminated
as provided herein, this Agreement shall continue in effect for a period of two years from the date hereof. Thereafter, this Agreement
shall continue in effect from year to year, with respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as such continuation shall be specifically approved at least annually (a) by either the Board, or
by vote of a majority of the outstanding voting securities of the Fund; (b) in either event, by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the directors of the Fund who are not parties to this Agreement
or interested persons of any such party; and (c) the Subadviser shall not have notified the Company, in writing, at least 60 days
prior to such approval that it does not desire such continuation. The Subadviser shall furnish to the Company, promptly upon its
request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal, or
amendment hereof.
13. Termination of Agreement.
Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the
Board or by a vote of a majority of the outstanding voting securities of the Fund on at least 60 days’ prior written notice
to the Subadviser. This Agreement may also be terminated by the Adviser: (i) on at least 60 days’ prior written notice to
the Subadviser, without the payment of any penalty; (ii) upon material breach by the Subadviser of any of the representations and
warranties set forth in Paragraph 11 of this Agreement, if such breach shall not have been cured within a 20-day period after notice
of such breach; or (iii) if the Subadviser becomes unable to discharge its duties and obligations under this Agreement. The Subadviser
may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’ prior notice to the Adviser
and the Fund. This Agreement shall terminate automatically in the event of its assignment or with respect to the Fund upon termination
of the Subadvisory Agreement.
14. Amendment of Agreement.
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 material amendment of
this Agreement shall be effective unless approved by the Board and the Company and except as permitted by law.
15. Miscellaneous.
A. Governing Law. This
Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to the conflicts of laws
principles thereof and the 1940 Act. To the extent that the applicable laws of the State of Maryland conflict with the applicable
provisions of the 1940 Act, the latter shall control.
B. Captions. The captions
contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
C. Entire Agreement.
This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements
between the parties relating to the
subject matter hereof, and
all such prior agreements shall be deemed terminated upon the effectiveness of this Agreement.
D. Interpretation. Nothing
herein contained shall be deemed to require the Fund to take any action contrary to its Articles or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility
for and control of the conduct of the affairs of the Fund.
E. Definitions. 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 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations, or
orders of the SEC validly issued pursuant to the Act. As used in this Agreement, the terms “majority of the outstanding voting
securities,” “affiliated person,” “interested person,” “assignment,” broker,” “investment
adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same
meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation, or
order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, regulation, or order of the SEC, 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 caused this instrument to be executed by their duly authorized signatories as of the date and
year first above written.
| WITNESS: |
X. XXXX PRICE ASSOCIATES, INC. |
| |
|
| /s/ Xxxxxxx Xxxxxxx |
By: /s/ Xxxxxxx Xxxxxxxx |
| Xxxxxxx Xxxxxxx |
Xxxxxxx Xxxxxxxx |
| Lead Legal Analyst |
Vice President |
| |
|
| WITNESS: |
X. XXXX PRICE INTERNATIONAL LTD |
| |
|
| /s/ Xxxxxxx Xxxxxxx |
By: /s/ Xxxxxxx X. Xxxxxx |
| Xxxxxxx Xxxxxxx |
Xxxxxxx X. Xxxxxx |
| Lead Legal Analyst |
Vice President |
