CDC IXIS INTERNATIONAL EQUITY FUND
Interim Sub-Advisory Agreement
(Xxxxxxxxxx Global Investors, Inc.)
Sub-Advisory Agreement (this Agreement) entered into as of 26th
day of August, 2004, by and among Xxxxxx Xxxxxx Funds II, a Massachusetts
business trust (the Trust), with respect to its CDC IXIS International
Equity Fund series (the Series), CDC IXIS Asset Management Advisers,
L.P., a Delaware limited partnership (the Manager), and Xxxxxxxxxx
Global Investors, Inc., a Delaware corporation (the Sub-Adviser).
WHEREAS, the Manager has entered into an Advisory Agreement dated
August 26, 2004 (the Advisory Agreement) with the Trust, relating to the
provision of portfolio management and administrative services to the
Series;
WHEREAS, the Advisory Agreement provides that the Manager may
delegate any or all of its portfolio management responsibilities under
the Advisory Agreement to one or more sub-advisers;
WHEREAS, the Manager and the Trustees of the Trust desire to
retain the Sub-Adviser to render portfolio management services in the
manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust, the Manager and the
Sub-Adviser agree as follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and of any administrator appointed by the Manager (the
Administrator), manage the investment and reinvestment of the assets of
the Series, and have the authority on behalf of the Series to vote and
shall vote all proxies and exercise all other rights of the Series as a
security holder of companies in which the Series from time to time invests.
The Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set forth in
the Trusts prospectus and statement of additional information relating to
the Series, (2) any additional policies or guidelines established by the
Manager or by the Trusts trustees that have been furnished in writing to
the Sub-Adviser and (3) the provisions of the Internal Revenue Code of
1986, as amended (the Code) applicable to regulated investment companies
(as defined in Section 851 of the Code), all as from time to time in effect
(collectively, the Policies), and with all applicable provisions of law,
including without limitation all applicable provisions of the Investment
Company Act of 1940 as amended (the 0000 Xxx) and the rules and
regulations thereunder. Subject to the foregoing, the Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Series,
without regard to the length of time the securities have been held and
the resulting rate of portfolio turnover or any tax considerations; and
the majority or the whole of the Series may be invested in such
proportions of stocks, bonds, other securities or investment instruments,
or cash, as the Sub-Adviser shall determine.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning portfolio
transactions and performance of the Series in such form as may be mutually
agreed upon, and agrees to review the Series and discuss the management
of it. The Sub-Adviser shall permit all books and records with respect to
the Series to be inspected and audited by the Manager and the Administrator
at all reasonable times during normal business hours, upon reasonable
notice. The Sub-Adviser shall also provide the Manager with such other
information and reports as may reasonably be requested by the Manager from
time-to-time, including without limitation all material requested by or
required to be delivered to the Trustees of the Trust.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Advisers Form ADV as filed with the Securities and Exchange Commission
and a list of the persons whom the Sub-Adviser wishes to have authorized to
give written and/or oral instructions to custodians of assets of the Series.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Series Custodian
(as defined in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of assets of the
Series, cash requirements and cash available for investment in the Series,
and all other information as may be reasonably necessary for the Sub-Adviser
to perform its responsibilities hereunder.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and agrees
during the continuance of this Agreement to furnish the Sub-Adviser copies
of any revisions or supplements thereto at, or, if practicable, before the
time the revisions or supplements become effective. The Manager agrees to
furnish the Sub-Adviser with minutes of meetings of the trustees of the
Trust applicable to the Series to the extent they may affect the duties of
the Sub-Adviser, and with copies of any financial statements or reports
made by the Series to its shareholders, and any further materials or
information which the Sub-Adviser may reasonably request to enable it to
perform its functions under this Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with
a copy of the Series agreement with the custodian designated to hold the
assets of the Series (the Custodian) and any modifications thereto (the
Custody Agreement), copies of such modifications to be provided to the
Sub-Adviser a reasonable time in advance of the effectiveness of such
modifications. The assets of the Series shall be maintained in the
custody of the Custodian identified in, and in accordance with the terms
and conditions of, the Custody Agreement (or any sub-custodian properly
appointed as provided in the Custody Agreement). The Sub-Adviser shall
have no liability for the acts or omissions of the Custodian, unless such
act or omission is taken solely in reliance upon instruction given to
the Custodian by a representative of the Sub-Adviser properly authorized
to give such instruction under the Custody Agreement. Any assets added
to the Series shall be delivered directly to the Custodian.
4. Proprietary Rights. The Manager agrees and acknowledges
that the Sub-Adviser is the sole owner of the name Xxxxxxxxxx Global
Investors, Inc. and that all use of any designation consisting in whole
or part of Xxxxxxxxxx Global Investors, Inc. under this Agreement shall
inure to the benefit of the Sub-Adviser. The Manager on its own behalf
and on behalf of the Series agrees not to use any such designation in any
advertisement or sales literature or other materials promoting the Series,
except with the prior written consent of the Sub-Adviser. Without the
prior written consent of the Sub-Adviser, the Manager shall not, and the
Manager shall use its best efforts to cause the Series not to, make
representations regarding the Sub-Adviser in any disclosure document,
advertisement or sales literature or other materials relating to the
Series. Upon termination of this Agreement for any reason, the Manager
shall cease, and the Manager shall use its best efforts to cause the
Series to cease, all use of any such designation as soon as reasonably
practicable.
5. Expenses. Except for expenses specifically assumed or
agreed to be paid by the Sub-Adviser pursuant hereto, the Sub-Adviser
shall not be liable for any organizational, operational or business
expenses of the Manager or the Trust including, without limitation,
(a) interest and taxes, (b) brokerage commissions and other costs in
connection with the purchase or sale of securities or other investment
instruments with respect to the Series, and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense
limitation provision of any law shall be the sole responsibility of the
Manager. The Manager and the Sub-Adviser shall not be considered as
partners or participants in a joint venture. The Sub-Adviser will pay
its own expenses incurred in furnishing the services to be provided by
it pursuant to this Agreement. Neither the Sub-Adviser nor any
affiliated person thereof shall be entitled to any compensation from the
Manager or the Trust with respect to service by any affiliated person of
the Sub-Adviser as an officer or trustee of the Trust (other than the
compensation to the Sub-Adviser payable by the Manager pursuant to
Section 7 hereof).
6. Purchase and Sale of Assets. The Sub-Adviser shall place
all orders for the purchase and sale of securities for the Series with
brokers or dealers selected by the Sub-Adviser, which may include brokers
or dealers affiliated with the Sub-Adviser, provided such orders comply
with Rule 17e-1 under the 1940 Act in all respects. To the extent
consistent with applicable law, purchase or sell orders for the Series
may be aggregated with contemporaneous purchase or sell orders of other
clients of the Sub-Adviser. The Sub-Adviser shall use its best efforts
to obtain execution of transactions for the Series at prices which are
advantageous to the Series and at commission rates that are reasonable
in relation to the benefits received. However, the Sub-Adviser may select
brokers or dealers on the basis that they provide brokerage, research
or other services or products to the Series and/or other accounts
serviced by the Sub-Adviser. To the extent consistent with applicable
law, the Sub-Adviser may pay a broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of
commission or dealer spread another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission was reasonable in relation to the
value of the brokerage and research products and/or services provided
by such broker or dealer. This determination, with respect to brokerage
and research services or products, may be viewed in terms of either that
particular transaction or the overall responsibilities which the
Sub-Adviser and its affiliates have with respect to the Series or to
accounts over which they exercise investment discretion. Not all such
services or products need be used by the Sub-Adviser in managing the
Series.
To the extent permitted by applicable law, and in all instances
subject to the foregoing policy of best execution, the Sub-Adviser may
allocate brokerage transactions to broker-dealers (including affiliates
of CDC IXIS Asset Management Distributors, L.P.) that have entered into
arrangements in which the broker-dealer allocates a portion of the
commissions paid by a fund toward the reduction of that funds expenses,
subject to the policy of best execution.
7. Compensation of the Sub-Adviser. As full compensation
for all services rendered, facilities furnished and expenses borne by
the Sub-Adviser hereunder, the Sub-Adviser shall be paid at the annual
rate of 0.45% of the first $200 million of the average daily net assets
of the Series and 0.40% of the Series average daily net assets in
excess of $200 million (or such lesser amount as the Sub-Adviser may
from time to time agree to receive). Such compensation shall be paid
by the Trust (except to the extent that the Trust, the Sub-Adviser and
the Manager otherwise agree in writing from time to time). Such
compensation shall be payable monthly in arrears or at such other
intervals, not less frequently than quarterly, as the Manager is paid
by the Series pursuant to the Advisory Agreement.
8. Non-Exclusivity. The Manager and the Trust on behalf
of the Series agree that the services of the Sub-Adviser are not to be
deemed exclusive and that the Sub-Adviser and its affiliates are free
to act as investment manager and provide other services to various
investment companies and other managed accounts, except as the
Sub-Adviser and the Manager or the Administrator may otherwise agree
from time-to-time in writing before or after the date hereof. This
Agreement shall not in any way limit or restrict the Sub-Adviser or
any of its directors, officers, employees or agents from buying,
selling or trading any securities or other investment instruments for
its or their own account or for the account of others for whom it or
they may be acting, provided that such activities do not adversely
affect or otherwise impair the performance by the Sub-Adviser of its
duties and obligations under this Agreement. The Manager and the
Trust recognize and agree that the Sub-Adviser may provide advice to
or take action with respect to other clients, which advice or action,
including the timing and nature of such advice or action, may differ
from or be identical to advice given or action taken with respect to
the Series. The Sub-Adviser shall for all purposes hereof be deemed
to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Trust or
the Manager in any way or otherwise be deemed an agent of the Series
or the Manager.
9. Liability. Except as may otherwise be provided by the 1940
Act or other federal securities laws, neither the Sub-Adviser nor
any of its officers, directors, partners, employees or agents (the
Indemnified Parties) shall be subject to any liability to the Manager,
the Trust, the Series or any shareholder of the Series for any error
of judgment, any mistake of law or any loss arising out of any
investment or other act or omission in the course of, connected with,
or arising out of any service to be rendered under this Agreement,
except by reason of willful misfeasance, bad faith or gross negligence
in the performance of the Sub-Advisers duties or by reason of reckless
disregard by the Sub-Adviser of its obligations and duties hereunder.
The Manager shall hold harmless and indemnify the Indemnified Parties
for any loss, liability, cost, damage or expense (including reasonable
attorneys fees and costs) arising from any claim or demand by any past
or present shareholder of the Series that is not based upon the
obligations of the Sub-Adviser under this Agreement.
The Manager acknowledges and agrees that the Sub-Adviser makes
no representation or warranty, expressed or implied, that any level of
performance or investment results will be achieved by the Series or that
the Series will perform comparably with any standard or index, including
other clients of the Sub-Adviser, whether public or private.
10. Effective Date and Termination. This Agreement shall
become effective as of the date of its execution, and
a. unless otherwise terminated, this Agreement shall
continue in effect from the date in the first paragraph of this Agreement
until the earlier of: (a) the expiration of the time period provided by
Rule 15a-4 under the 1940 Act; or (b) this Agreement is replaced by a new
Sub-Advisory Agreement approved by (i) vote of a majority of the trustees
of the Trust who are not interested persons of the Trust, the Manager or
the Sub-Adviser, cast in person at a meeting called for the purpose of
voting on such approval and (ii) by the vote of a majority of the
outstanding voting securities of the Series;
b. this Agreement may at any time be terminated 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 Series;
c. this Agreement shall automatically terminate in the event
of its assignment or upon the termination of the Advisory Agreement; and
d. this Agreement may be terminated by the Sub-Adviser on
ninety days written notice to the Manager and the Trust, or by the Manager
on ninety days written notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
11. Amendment. This Agreement may be amended at any time by
mutual consent of the Manager and the Sub-Adviser, provided that, if
required by law, such amendment shall also have been approved by vote of a
majority of the outstanding voting securities of the Series and by vote of
a majority of the trustees of the Trust who are not interested persons of
the Trust, the Manager or the Sub-Adviser, cast in person at a meeting
called for the purpose of voting on such approval.
12. Certain Definitions. For the purpose of this Agreement,
the terms vote of a majority of the outstanding voting securities,
interested person, affiliated person and assignment shall have their
respective meanings defined in the 1940 Act, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission
under the 1940 Act.
13. General.
a. The Sub-Adviser may perform its services through any
employee, officer or agent of the Sub-Adviser, and the Manager shall not
be entitled to the advice, recommendation or judgment of any specific
person; provided, however, that the persons identified in the prospectus
of the Series shall perform the day-to-day portfolio management duties
described therein until the Sub-Adviser notifies the Manager that one or
more other employees, officers or agents of the Sub-Adviser, identified
in such notice, shall assume such duties as of a specific date.
b. If any term or provision of this Agreement or the application
thereof to any person or circumstances is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such
provision to other persons or circumstances shall not be affected thereby and
shall be enforced to the fullest extent permitted by law.
c. In accordance with Regulation S-P, if non-public
personal information regarding either partys customers or consumers is
disclosed to the other party in connection with this Agreement, the party
receiving such information will not disclose or use that information other
than as necessary to carry out the purposes of this Agreement.
d. This Agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
CDC IXIS Asset Management Advisers, L.P.
By CDC IXIS Asset Management Distribution Corporation, its general partner
By:______________________________
Name:
Title:
Xxxxxxxxxx Global Investors, Inc.
By:______________________________
Name:
Title:
Xxxxxx Xxxxxx Funds II,
on behalf of its CDC IXIS International Equity Fund series
By:______________________________
Name:
Title:
NOTICE
A copy of the Agreement and Declaration of Trust establishing Xxxxxx
Xxxxxx Funds II (the Trust) is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this Agreement
is executed with respect to the Trusts CDC IXIS International Equity Fund
series (the Series) on behalf of the Trust by officers of the Trust as
officers and not individually and that the obligations of or arising out of
this Agreement are not binding upon any of the trustees, officers or
shareholders individually but are binding only upon the assets and property
belonging to the Series.
