XXXXXX FUNDS
SUB-ADVISORY CONTRACT
This Sub-Advisory Contract is dated as of February 27, 2014
between and among XXXXXX INVESTMENT MANAGEMENT, LLC, a Delaware
limited liability company (the Manager), XXXXXX INVESTMENTS
LIMITED, a company organized under the laws of England and Wales
(PIL), and THE XXXXXX ADVISORY COMPANY, LLC, a Delaware limited
liability company (the Sub-Advisor).
WHEREAS, the Manager is the investment manager of each of
the investment companies registered under the United States
Investment Company Act of 1940, as amended, that are identified
on Schedule A hereto, as they may from time to time be amended
by the Manager (the Funds), and a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended;
WHEREAS, PIL is a registered investment adviser under the
United States Investment Advisers Act of 1940, as amended, is
licensed as an investment manager by the Financial Conduct
Authority of the United Kingdom (the FCA) and is a sub-manager
of each of the Funds pursuant to that certain Sub-Management
Contract dated as of July 1, 2013 (the PIL Sub-Management
Contract), between the Manager and PIL whereby the Manager has
contracted with PIL for the management of certain portions of
each of the Funds (each, a PIL-Advised Sleeve);
WHEREAS, the Sub-Advisor is a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended, and is an investment adviser authorized to provide
discretionary investment advice and management in Singapore;
WHEREAS, the Manager and PIL currently engage the Sub-
Advisor from time to time to provide discretionary investment
management services from the Sub-Advisors office in Singapore
with respect to a portion of certain of the Funds:
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISOR.
(a) The Sub-Advisor, at its expense, will furnish
continuously an investment program for that portion of any Fund
identified on Schedule A the management of which is allocated
from time to time by the Manager or PIL to the Sub-Advisor (an
Allocated Sleeve). The Manager or PIL, as the case may be, shall,
in its sole discretion, determine which Funds will have an
Allocated Sleeve and the amount of assets allocated from time to
time to each such Allocated Sleeve; provided that, with respect
to any Fund, the Trustees of such Fund must have approved the
use of the Sub-Advisor prior to the creation of an Allocated
Sleeve for such Fund. The Sub-Advisor will determine what
investments shall be purchased, held, sold or exchanged by any
Allocated Sleeve and what portion, if any, of the assets of the
Allocated Sleeve shall be held uninvested and shall, on behalf
of the Fund, make changes in the Funds investments held in such
Allocated Sleeve.
(b) The Manager may, and in the case of a PIL-Advised
Sleeve, PIL may, each at its discretion, also request the Sub-
Advisor to provide assistance with purchasing and selling
securities for any Fund, including the placement of orders with
broker-dealers selected in accordance with Section 1(c), even if
the Manager or PIL, as the case may be, has not established an
Allocated Sleeve for such Fund.
(c) The Sub-Advisor shall place all orders for the
purchase and sale of portfolio investments for any Allocated
Sleeve with brokers or dealers selected by the Sub-Advisor. In
the selection of such brokers or dealers and the placing of such
orders, the Sub-Advisor shall use its best efforts to obtain for
the related Fund the most favorable price and execution
available, except to the extent it may be permitted to pay
higher brokerage commissions for brokerage and research services
as described below. In using its best efforts to obtain for the
Fund the most favorable price and execution available, the Sub-
Advisor, bearing in mind the Funds best interests at all times,
shall consider all factors it deems relevant, including by way
of illustration, price, the size of the transaction, the nature
of the market for the security, the amount of the commission,
the timing of the transaction taking into account market prices
and trends, the reputation, experience and financial stability
of the broker or dealer involved and the quality of service
rendered by the broker or dealer in other transactions. Subject
to such policies as the Trustees of the Funds may determine, the
Sub-Advisor shall not be deemed to have acted unlawfully or to
have breached any duty created by this Contract or otherwise
solely by reason of its having caused a Fund to pay a broker or
dealer that provides brokerage and research services to the
Manager or, in the case of a PIL-Advised Sleeve, PIL, or the
Sub-Advisor an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Sub-Advisor determines in good faith that
such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular
transaction or its overall responsibilities with respect to the
Fund and to other clients of the Manager or PIL, as the case may
be, or the Sub-Advisor as to which the Manager or PIL, as the
case may be, or the Sub-Advisor exercises investment discretion.
The Sub-Advisor agrees that in connection with purchases or
sales of portfolio investments for any Fund, neither the Sub-
Advisor nor any officer, director, employee or agent of the Sub-
Advisor shall act as a principal or receive any commission other
than as provided in Section 3.
(d) The Sub-Advisor at its expense will furnish all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully.
(e) The Sub-Advisor shall not be obligated to pay any
expenses of or for the Manager, PIL or any Fund not expressly
assumed by the Sub-Advisor pursuant to this Section 1.
(f) In the performance of its duties, the Sub-Advisor will
comply with the provisions of the Agreement and Declaration of
Trust and By-Laws of each applicable Fund and such Funds stated
investment objectives, policies and restrictions, and will use
its best efforts to safeguard and promote the welfare of such
Fund and to comply with other policies which the Manager, PIL or
the Trustees may from time to time determine and shall exercise
the same care and diligence expected of the Manager and PIL.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Sub-
Advisor, and in any person controlled by or under common control
with the Sub-Advisor, and that the Sub-Advisor and any person
controlled by or under common control with the Sub-Advisor may
have an interest in such Fund. It is also understood that the
Sub-Advisor and any person controlled by or under common control
with the Sub-Advisor have and may have advisory, management,
service or other contracts with other organizations and persons,
and may have other interests and business.
3. COMPENSATION.
Except as provided below, the Manager or PIL, as the case
may be, will pay to the Sub-Advisor as compensation for the Sub-
Advisors services rendered a fee, computed and paid quarterly at
the annual rate of 0.35% per annum of average net asset value of
the assets in each Allocated Sleeve of Funds identified on
Schedule A.
Such average net asset value shall be determined by taking
an average of all of the determinations of such net asset value
during a quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. The Sub-Advisor shall look only to the Manager
or PIL, as the case may be, for payment of its fees. No Fund
shall have any responsibility for paying any fees due the Sub-
Advisor.
If the Sub-Advisor shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the
payment of any penalty, in the event of its assignment; and this
Contract shall not be amended with respect to any Allocated
Sleeve unless such amendment be approved at a meeting by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
related Fund who are not interested persons of such Fund or of
the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution,
and shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in
Section 4) until terminated as follows:
(a) Any party hereto or, with respect to any Allocated
Sleeve, the related Fund may at any time terminate this Contract
by not more than sixty days nor less than thirty days written
notice delivered or mailed by registered mail, postage prepaid,
to the other parties, or
(b) With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are
not interested persons of such Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever
is later, or
(c) With respect to any Allocated Sleeve, automatically
upon termination of the Managers investment management contract
with the related Fund, or with respect to any Allocated Sleeve
for which PIL has contracted with the Sub-Advisor to provide
services under this Contract, automatically upon termination of
the PIL Sub-Management Contract.
Action by a Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of such Fund.
Termination of this Contract pursuant to this Section 5
will be without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the affirmative vote of
a majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of such Fund, (a) of the holders of 67% or more of
the shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of such Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of such Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment shall have
their respective meanings defined in the United States
Investment Company Act of 1940 and the Rules and Regulations
thereunder (the 1940 Act), subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission
under said Act; and the term specifically approve at least
annually shall be construed in a manner consistent with the 1940
Act, and the Rules and Regulations thereunder.
7. NON-LIABILITY OF SUB-ADVISOR.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Sub-Advisor, or reckless disregard
of its obligations and duties hereunder, the Sub-Advisor shall
not be subject to any liability to the Manager, PIL, any Fund or
to any shareholder of any Fund, for any act or omission in the
course of, or connected with, rendering services hereunder.
8. ADDITIONAL PROVISIONS.
(a) PIL represents that it is regulated by the FCA in the
conduct of its investment business. PIL has in operation a
written procedure in accordance with FCA rules for the effective
consideration and proper handling of complaints from customers.
Any complaint by the Manager or any Fund should be sent to the
Compliance Officer of PIL. The Manager and any Fund is also
entitled to make any complaints about PIL to the Financial
Ombudsman Service established by the FCA. The Manager and any
Fund may also request a statement describing its rights to
compensation in the event of PILs inability to meet its
liabilities.
(b) The Manager represents that it and each Fund are
Professional Customers in the meaning of the FCAs rules.
(c) Although each Fund is not a party hereto and shall
have no responsibility for the Managers, PILs or the Sub-
Advisors obligations hereunder, each Fund is named as explicit
third party beneficiary of the parties agreements hereunder.
In witness whereof, XXXXXX INVESTMENT MANAGEMENT, LLC,
XXXXXX INVESTMENTS LIMITED and THE XXXXXX ADVISORY COMPANY, LLC
have each caused this instrument to be signed on its behalf by
an officer duly authorized, all as of the day and year first
above written.
XXXXXX INVESTMENTS LIMITED
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
XXXXXX INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Director of Trustee Relations
and Authorized Person
THE XXXXXX ADVISORY COMPANY, LLC
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Associate General Counsel
Schedule A
Xxxxxx Absolute Return 100 Fund
Xxxxxx Absolute Return 300 Fund
Xxxxxx Absolute Return 500 Fund
Xxxxxx Absolute Return 700 Fund
Xxxxxx Asia Pacific Equity Fund
Xxxxxx Capital Spectrum Fund
Xxxxxx Dynamic Asset Allocation Balanced Fund
Xxxxxx Dynamic Asset Allocation Conservative Fund
Xxxxxx Dynamic Asset Allocation Equity Fund
Xxxxxx Dynamic Asset Allocation Growth Fund
Xxxxxx Emerging Markets Equity Fund
Xxxxxx Equity Spectrum Fund
Xxxxxx Europe Equity Fund
Xxxxxx Global Consumer Fund
Xxxxxx Global Dividend Fund
Xxxxxx Global Energy Fund
Xxxxxx Global Equity Fund
Xxxxxx Global Financials Fund
Xxxxxx Global Health Care Fund
Xxxxxx Global Industrials Fund
Xxxxxx Global Natural Resources Fund
Xxxxxx Global Sector Fund
Xxxxxx Global Technology Fund
Xxxxxx Global Telecommunications Fund
Xxxxxx Global Utilities Fund
Xxxxxx International Equity Fund
Xxxxxx International Growth Fund
Xxxxxx International Value Fund
Xxxxxx Research Fund
Xxxxxx Retirement Income Fund Lifestyle 2
Xxxxxx Retirement Income Fund Lifestyle 3
Xxxxxx VT Absolute Return 500 Fund
Xxxxxx VT Global Asset Allocation Fund
Xxxxxx VT Global Equity Fund
Xxxxxx VT Global Health Care Fund
Xxxxxx VT Global Utilities Fund
Xxxxxx VT International Equity Fund
Xxxxxx VT International Growth Fund
Xxxxxx VT International Value Fund
Xxxxxx VT Research Fund
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