SUBADVISORY CONSULTING AGREEMENT
STRATEGIC INCOME PORTFOLIO
NORTH AMERICAN FUNDS
SUBADVISORY CONSULTING AGREEMENT made this 1st day of October, 1997, between
Salomon Brothers Asset Management Inc., a Delaware corporation ("SBAM") and
Salomon Brothers Asset Management Limited, a company incorporated under the laws
of England ("SBAM Limited").
In consideration of the mutual covenants contained herein, with effect on and
from the Effective Date (as defined in paragraph 5 of this Subadvisory
Consulting Agreement) the parties agree as follows:
1. APPOINTMENT OF SUBADVISORY CONSULTANT
Pursuant to paragraph 5 of the Subadvisory Agreement between CypressTree Asset
Management Corporation, Inc. a Massachusetts corporation (the "Adviser"), and
SBAM dated October 1, 1997 (the "Agreement"), SBAM Limited undertakes to act as
a subadviser and manage the investment and reinvestment of the assets or such
part of the assets of the Strategic Income Fund (the "Portfolio") of North
American Funds (the "Fund") as may be agreed between SBAM and SBAM Limited from
time to time (the "Delegated Assets"), subject to the supervision of SBAM and
the Trustees of the Fund and to the terms of this Subadvisory Consulting
Agreement. SBAM Limited will be an independent contractor and will have no
authority to act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent unless expressly authorized in this Subadvisory
Consulting Agreement or another writing by the Fund and the Adviser.
SBAM Limited is a member of the Investment Management Regulatory Organization
Limited ("IMRO") and is regulated in its conduct of Investment Business (as
defined in IMRO's rules) by IMRO and each of the Fund and SBAM will be a Non-
private Customer (as defined in IMRO's rules) of SBAM Limited.
2. SERVICES TO BE RENDERED BY THE SUBADVISORY CONSULTANT TO THE PORTFOLIO
Subject always to the direction and control of the Trustees of the Fund and
SBAM, SBAM Limited will manage the investments and determine the composition of
the Delegated Assets in accordance with the investment objectives, policies and
restrictions contained in the Fund's currently effective prospectus and
Statement of Additional Information in so far as they relate to the Portfolio
(both as amended from time to time) and in compliance with the provisions of the
Investment Company Act of 1940, as amended (the "Investment Company Act") and
the rules promulgated thereunder and, so far as permitted thereby, is hereby
authorized to borrow money and to effect transactions on or off any exchange on
behalf of the Portfolio.
3. COMPENSATION OF SUBADVISER
SBAM will pay SBAM Limited such compensation as specified in Appendix A to this
Subadvisory Consulting Agreement.
APPLICABILITY OF PROVISIONS OF THE AGREEMENT
The provisions of paragraphs 2.c, 4, 7 and 9 of the Agreement are hereby
incorporated into this Subadvisory Consulting Agreement and shall be read
herein as if references to "the Subadviser" were references to SBAM Limited. For
this purpose, the following further modifications shall be deemed to be made to
paragraph 4 of the Agreement. In that paragraph, references to "the Adviser"
shall be deemed to include references to SBAM, the number "(i)" shall be deemed
to be inserted between "resulting from" and "its acts" and at the end of that
paragraph the words "or (ii) any breach by SBAM Limited or any of its directors,
officers or employees of its duties or obligations under the Financial Services
Act of 1986 of the United Kingdom or under the regulatory system (as defined in
IMRO's rules)" shall be deemed to be inserted between "employees" and ".".
5. DURATION AND TERMINATION OF SUBADVISORY CONSULTING AGREEMENT
This Subadvisory Consulting Agreement shall become effective on the later of:
(i) the date of its execution,
(ii) the effective date of the registration statement of the Portfolio,
(iii) the date this Subadvisory Consulting Agreement is approved by the
Trustees of the Fund in accordance with the Investment Company Act,
(iv) the date of the meeting of the shareholders of the Portfolio, at which
meeting this Subadvisory Consulting Agreement is approved by the vote
of a majority of the outstanding voting securities (as defined in the
Investment Company Act)) of the Portfolio.
such date being referred to in this Subadvisory Consulting Agreement as the
"Effective Date".
The Subadvisory Consulting Agreement will continue in effect for a period more
than two years from the date of its execution only so long as such continuance
is specifically approved at least annually either by the Trustees of the Fund or
by a majority of the outstanding voting securities of the Portfolio, provided
that in either event such continuance shall also be approved by the vote of a
majority of the Trustees of the Fund who are not interested persons (as defined
in the Investment Company Act) of any party to this Subadvisory Consulting
Agreement cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval of this Subadvisory Consulting
Agreement or of any continuance of this Subadvisory Consulting Agreement shall
be effective with respect to the Portfolio if a majority of the outstanding
voting securities of the series (as defined in Rule 18f-2(h) under the
Investment Company Act) of shares of the Portfolio votes to approve this
Subadvisory Consulting Agreement or its continuance, notwithstanding that the
Subadvisory Consulting Agreement or its continuance may not have been approved
by a majority of the outstanding voting securities of (a) any other portfolio of
the Fund or (b) all the portfolios of the Fund.
This Subadvisory Consulting Agreement may be terminated at any time, without the
payment of any penalty, by the Trustees of the Fund, or by the vote of a
majority of the outstanding voting securities of the Portfolio, on sixty days'
written notice to SBAM and SBAM Limited or by SBAM or SBAM Limited on sixty
days' written notice to the Fund and the other party. This Subadvisory
Consulting Agreement will automatically terminate, without the payment of any
penalty, in the event of its assignment (as defined in the Investment Company
Act), in the event the Advisory Agreement between the Adviser and the Fund
terminates for any reason or in the event the shareholders of the Portfolio fail
to approve any continuance of the Agreement or the Agreement terminates for any
reason.
6. AMENDMENTS TO THE SUBADVISORY CONSULTING AGREEMENT
This Subadvisory Consulting Agreement may be amended by the parties only if such
amendment is specifically approved by the vote of a majority of the outstanding
voting securities of the Portfolio and by the vote of a majority of the Trustees
of the Fund who are not interested persons of any party to this Subadvisory
Consulting Agreement cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to the Portfolio if a majority of the outstanding voting securities
of the Portfolio vote to approve the amendment, notwithstanding that the
amendment may not have been approved by a majority of the outstanding voting
securities of (a) any other portfolio of the Fund or (b) all the Portfolios of
the Fund.
7. COMPLAINTS
All formal complaints by SBAM or the Fund should in the first instance be made
in writing to the Compliance Officer of SBAM Limited in accordance with
paragraph 10 of this Subadvisory Consulting Agreement. In addition, SBAM and
the Fund have the right to complain directly to IMRO.
8. ENTIRE AGREEMENT
This Subadvisory Consulting Agreement contains the entire understanding and
agreement of the parties with respect to the Portfolio.
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9. HEADINGS
The headings in the sections of this Subadvisory Consulting Agreement are
inserted for convenience of reference only and shall not constitute a part
hereof.
10. NOTICES
All notices required to be given pursuant to this Subadvisory Consulting
Agreement shall be delivered or mailed to the last known business address of the
Fund or applicable party in person or by registered mail or a private mail or
delivery service providing the sender with notice of receipt. Notice shall be
deemed given on the date delivered or mailed in accordance with this paragraph.
11. SEVERABILITY
Should any portion of this Subadvisory Consulting Agreement for any reason be
held to be void in law or in equity, the Subadvisory Consulting Agreement shall
be construed insofar as is possible as if such portion had never been contained
herein.
12. GOVERNING LAW
The provisions of this Subadvisory Consulting Agreement shall be construed and
interpreted in accordance with the laws of The Commonwealth of Massachusetts, or
any of the applicable provisions of the Investment Company Act. To the extent
that the laws of The Commonwealth of Massachusetts, or any of the provisions in
this Subadvisory Consulting Agreement, conflict with applicable provisions of
the Investment Company Act, the latter shall control.
13. LIMITATION OF LIABILITY
The Amended and Restated Declaration of Trust of the Fund, dated February 18,
1994, a copy of which, together with all amendments thereto (the "Declaration"),
is on file in the office of the Secretary of The Commonwealth of Massachusetts,
provides that the name "North American Security Trust" (now referred to as
"North American Funds") refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of the Fund shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim, in connection with the affairs of the
Fund or any portfolio thereof, but only the assets belonging to the Fund, or to
the particular portfolio with which the obligee or claimant dealt, shall be
liable.
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IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory
Consulting Agreement to be executed by their duly authorized officers as of the
date first written above.
Salomon Brothers Asset
Management Inc
By:
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Salomon Brothers Asset
Management Limited
By:
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APPENDIX A
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SBAM will pay SBAM Limited, as full compensation for services provided under
this Subadvisory Consulting Agreement, a portion of the fee (such portion herein
referred to as the "Subadvisory Consulting Fee") payable to SBAM under the
Agreement being an amount equal to the fee payable under the Agreement
multiplied by the current value of the net assets of the Delegated Portion and
divided by the current value of the net assets of the Portfolio.
The Subadvisory Consulting Fee shall be accrued for each calendar day in the
period commencing with the Effective Date and ending on the date on which this
Subadvisory Consulting agreement terminates in accordance with its paragraph 5
and the sum of the daily fee accruals shall be paid to SBAM Limited by SBAM at
such times and for such periods as SBAM and SBAM Limited shall agree.
The Subadvisory Consulting Fee will be paid by SBAM out its fee paid pursuant to
the Agreement.
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