XXXXX XXX INVESTMENT TRUST
NEWPORT PACIFIC MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT dated as of August 3, 1999, among XXXXX XXX INVESTMENT TRUST,
a Massachusetts business trust (the "Trust"), with respect to XXXXX XXX ASIA
PACIFIC FUND (the "Fund"), XXXXX XXX & FARNHAM INCORPORATED, a Delaware
corporation ("Adviser"), and NEWPORT PACIFIC MANAGEMENT, INC., a California
corporation (the "Sub-Adviser").
In consideration of the promises and covenants herein, the parties
agree as follows:
1. The Sub-Adviser will manage the investment of the assets of the Fund
in accordance with its investment objective, policies and limitations set forth
in the Trust's prospectus and statement of additional information, as amended
from time to time, and will perform the other services herein set forth, subject
to the supervision of the Adviser and the Board of Trustees of the Trust.
2. In carrying out its investment management obligations, the
Sub-Adviser shall:
(a) evaluate such economic, statistical and financial
information and undertake such investment research as it shall believe
advisable;
(b) purchase and sell securities and other investments for the
Fund in accordance with the procedures described in the Trust's
prospectus and statement of additional information; and
{(c) report results to the Adviser and to the Board of
Trustees.
3. The Sub-Adviser shall be free to render similar services to others
so long as its services hereunder are not impaired thereby.
4. The Adviser shall pay the Sub-Adviser a monthly fee at the annual
rate of 0.55% of the average daily net assets of the Fund for managing the
investment of the assets of the Fund as provided in paragraph 1 above. Such fee
shall be paid in arrears on or before the 10th day of the next following
calendar month.
5. This Agreement shall become effective on the date first written
above, and (a) unless otherwise terminated, shall continue until June 30, 2000,
and from year to year thereafter so long as approved annually in accordance with
the 1940 Act; (b) may be terminated without penalty on sixty days' written
notice to the Sub-Adviser either by vote of the Board of Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund; (c)
shall automatically terminate in the event of its assignment; and (d) may be
terminated without penalty by the Sub-Adviser on sixty days' written notice to
the Trust.
6. This Agreement may be amended in accordance with the 1940 Act.
7. For the purpose of the Agreement, the terms "vote of a majority of
the outstanding shares," "affiliated person" and "assignment" shall have their
respective meanings defined in the 1940 Act and exemptions and interpretations
issued by the Securities and Exchange Commission under the 1940 Act.
8. In the absence of willful misfeasance, bad faith and gross
negligence on the part of the Sub-Adviser, or reckless disregard of its
obligations and duties hereunder, the Sub-Adviser shall not be subject to any
liability to the Trust or the Fund, to any shareholder of the Trust or the Fund
or to any other person, firm or organization, for any act or omission in the
course of or connection with rendering services hereunder.
9. The Fund may use the name "Newport," or any other name derived from
that name, only for so long as this Agreement or any extension, renewal, or
amendment hereof remains in effect, including any similar agreement with any
organization that shall have succeeded to the business of the Sub-Adviser. At
such time as this Agreement or any extension, renewal or amendment hereof, or
each such other similar successor organization agreement shall no longer be in
effect, the Fund will cease to use any name derived from the name "Newport," any
name similar thereto, or any other name indicating that it is advised by or
otherwise connected with the Sub-Adviser, or with any organization which shall
have succeeded to the Sub-Adviser's business as an investment adviser.
10. The Sub-Adviser is hereby expressly put on notice of the limitation
of shareholder liability as set forth in the Declaration of Trust of the Trust
and agrees that obligations assumed by the Trust pursuant to this Agreement
shall be limited in all cases to the assets of the Fund. The Sub-Adviser further
agrees that it shall not seek satisfaction of any such obligation from the
shareholders of the Fund, nor from the Trustees or any individual Trustee of the
Trust.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
XXXXX XXX ASIA PACIFIC FUND
BY: XXXXX XXX INVESTMENT TRUST
BY: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
NEWPORT PACIFIC MANAGEMENT, INC.
BY: /s/Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Chief Operating Officer
XXXXX XXX & XXXXXXX INCORPORATED
BY: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President, Mutual Funds Division
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