SUB-ADVISORY AGREEMENT NEUBERGER BERMAN INCOME FUNDS
XXXXXXXXX XXXXXX INCOME FUNDS
This Sub-Advisory Agreement (“Agreement”) is made as of December 1, 2013, between Xxxxxxxxx Xxxxxx Management LLC, a Delaware limited liability company (“Manager”) and Xxxxxxxxx Xxxxxx Europe Limited, a United Kingdom company with limited liability (“Adviser”).
WITNESSETH:
WHEREAS, Xxxxxxxxx Xxxxxx Income Funds, a Delaware statutory trust (“Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end, diversified management investment company and has established several separate series of shares (“Series”) with each Series having its own assets and investment policies; and
WHEREAS, Trust has retained Manager to provide investment advisory and administrative services to certain of the Series of the Trust pursuant to a Management Agreement dated May 4, 2009, which agreement specifically provides for the retention of a sub-adviser to provide the investment advisory services described therein; and
WHEREAS, Manager desires to retain Adviser as investment adviser to furnish investment advisory and portfolio management services to the portion of each Series listed in Schedule A attached hereto that has been allocated to the Adviser by the Manager, and to the portion of such other Series of Trust hereinafter established as agreed to from time to time by the parties (“Allocated Portion”), evidenced by an addendum to Schedule A (hereinafter “Series” shall refer to each Series which is subject to this Agreement), and the Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. Services of the Adviser
1.1 Investment Management Services. The Adviser shall act as the investment adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Allocated Portion in a manner consistent with its investment objectives, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best
net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Adviser with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers.
The Series hereby authorizes any entity or person associated with the Adviser which is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
The Adviser shall carry out its duties with respect to the Series’ investments in accordance with applicable law and the investment objectives, policies and restrictions of the Series adopted by the trustees of Trust (“Trustees”), and subject to such further limitations as the Series may from time to time impose by written notice to the Adviser.
The Adviser hereby represents that it is, and will continue to be during the continuation of this Agreement, the holder of all licenses, permissions, authorizations and consents required under all applicable laws to enable it to provide the services to the Manager under the terms of this Agreement, including but not limited to the necessary authorization and permissions from the United Kingdom Financial Conduct Authority. The Adviser hereby undertakes to ensure that it will carry out its duties hereunder in accordance with all relevant applicable laws, rules and regulations from time to time in force including applicable codes. The Adviser shall, in performing its obligations hereunder, comply at all times will all applicable laws and regulations and the terms of all licenses, permissions, authorizations and consents necessary to enable it to perform such obligations. Nothing in this Agreement shall exclude any obligation owed by the Adviser to the Manager or the Trust and its Series under applicable law and regulation.
1.2 Administrative Services. The Adviser shall:
1.2.1 Books and Records. Assure that all records required to be maintained and preserved by Trust and/or the Series with respect to securities transactions are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations.
1.2.2 Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by Trust or the Series to Interestholders of the Series and all reports and filings required to maintain the registration and qualification of the Series, or to meet other regulatory or tax requirements applicable to the Series, under federal and state securities and tax laws.
1.2.3 Reports to the Manager. Prepare and furnish to Manager such reports, statistical data and other information in such form and at such intervals as Manager may reasonably request.
1.2.4 Other Services. The Adviser shall perform such other functions of management and supervision as may be requested by the Manager and agreed to by the Adviser.
2. Advisory Fee
2.1 Fee. As compensation for all services rendered, facilities provided and expenses paid or assumed by the Adviser under this Agreement, Manager shall pay the Adviser an annual fee as set out in Schedule B to this Agreement.
2.2 Computation and Payment of Fee. The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual advisory fee rate (as set forth in Schedule B hereto), and multiplying this product by the net assets of the Series, determined in the manner established by the Trustees, as of the close of business on the last preceding business day on which the Series’ net asset value was determined. The percentage of assets allocated to the Adviser is determined by the geographic region for which the Adviser is responsible.
2.3 Expenses. During the term of this Agreement, Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for any Series.
3. Ownership and Holding Period of Records
All records required to be maintained and preserved by the Series pursuant to the rules or regulations under Section 31(a) of the 1940 Act or any other applicable law and maintained and preserved by the Adviser on behalf of the Series are the property of the Series and shall be surrendered by the Adviser promptly on request by the Series; provided, that the Adviser may at its own expense make and retain copies of any such records. The Adviser agrees to preserve for the period prescribed by Rule 31a-2 under the 1940 Act and any other applicable law, any such records required to be maintained by Rule 31a-1 under the 1940 Act or any other applicable law.
4. Reports to Adviser
Manager shall furnish or otherwise make available to the Adviser such copies of each Series’ registration statements, financial statements, proxy statements, reports, and other information relating to the Series’ business and affairs as the Adviser may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.
5. Services to Other Clients
Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.
6. Limitation of Liability of Adviser and its Personnel
Neither the Adviser nor any director, officer or employee of the Adviser performing services for the Series at the direction or request of the Adviser in connection with the Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to Trust or a Series or its Interestholders to which the Adviser would otherwise be subject by reason of the Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties, or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, officer or employee of the Adviser who is or was a Trustee or officer of Trust against any liability to Trust or a Series or its Interestholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with Trust.
7. Term of Agreement
The term of this Agreement shall begin on the date first above written with respect to each Series listed in Schedule A on that date and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect through October 31, 2014. With respect to each Series added by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect through the second October 31 following the date of execution. Thereafter, in each case, this Agreement shall continue in effect with respect to each Series from year to year, subject to the termination provisions and all other terms and conditions hereof, provided, such continuance with respect to a Series is approved at least annually by vote of the holders of a majority of the outstanding voting securities of the Series or by the Trustees, provided, that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees who are not parties to this Agreement or interested persons of either party hereto; and provided further that neither party hereto shall have notified the other party in writing at least sixty (60) days prior to the first expiration date hereof or at least sixty (60) days prior to any expiration date hereof of any year thereafter that it does not desire such continuation. The Adviser shall furnish to the Manager, promptly upon its request, such information as the Trustees of the Trust deem reasonably necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.
8. Amendment or Assignment of Agreement
Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Series (i) by resolution of the Trustees, including the vote or written consent of a majority of the Trustees who are not parties to this Agreement or interested persons of either party hereto, and (ii), as and to the extent required under the 1940 Act, by vote of a majority of
the outstanding voting securities of the Series. This Agreement shall terminate automatically and immediately in the event of its assignment.
9. Termination of Agreement
This Agreement may be terminated at any time with respect to any Series by either party hereto, without the payment of any penalty, upon sixty (60) days’ prior written notice to the other party. This Agreement shall terminate automatically and immediately with respect to a Series if the Management Agreement between the Trust and Manager terminates with respect to that Series. This Agreement may also be terminated with respect to any Series on sixty (60) days notice to the Adviser, without the payment of any penalty, by a vote of the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Series.
10. Interpretation and Definition of Terms
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 interpretation 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 Securities and Exchange Commission validly issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “assignment” and “affiliated person,” as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
11. Choice of Law
This Agreement is made and to be principally performed in the State of New York and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.
12. Captions
The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
13. Execution in Counterparts
This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.
| XXXXXXXXX XXXXXX MANAGEMENT LLC | |
| /s/ Xxxxxx Xxxxx | |
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Name: Xxxxxx Xxxxx
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| Title: President | |
| XXXXXXXXX XXXXXX EUROPE LIMITED | |
| /s/ Xxxxxx Xxxxx | |
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Name: Xxxxxx Xxxxx
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| Title: Director | |
| Date: December 1, 2013 |
XXXXXXXXX XXXXXX INCOME FUNDS
SCHEDULE A
SERIES OF XXXXXXXXX XXXXXX INCOME FUNDS
Xxxxxxxxx Xxxxxx Emerging Markets Income Fund
Date: December 1, 2013
XXXXXXXXX XXXXXX INCOME FUNDS
SCHEDULE B
RATE OF COMPENSATION
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FUND
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RATE OF COMPENSATION
BASED ON EACH FUND'S
AVERAGE DAILY NET ASSETS
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Xxxxxxxxx Xxxxxx Emerging Markets Income Fund
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The Manager agrees to pay Adviser its pro rata percentage (based on the percentage of the Series assets allocated to it) of 75% of the fees paid to the Manager by the Series.
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Date: December 1, 2013
