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EXHIBIT (d)(3)(ii)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this ________ day of ________________, 1999 by and
between AMR Investment Services, Inc., a Delaware Corporation (the "Adviser"),
and Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc. (the "Sub-Adviser");
WHEREAS, the INTRUST Funds Trust (the "Trust"), a Delaware business
trust, is an open-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"), consisting of
several Funds of shares, each having its own investment policies; and
WHEREAS, the Trust has retained INTRUST Bank, N.A. ("INTRUST") to
provide the Trust with business and asset management services for the INTRUST
Stock Fund (the "Fund"), subject to the control of the Trust's Board of
Trustees;
WHEREAS, INTRUST has retained the Adviser to provide the Trust with
business and asset management services for the Fund;
WHEREAS, INTRUST's agreement with the Adviser permits the Adviser to
delegate to other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment management services to the Fund, and the Sub-Adviser is willing to
render such services;
NOW THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF SUB-ADVISER. The Adviser employs the Sub-Adviser to manage
the investment and reinvestment of the Fund's assets and, with respect to such
assets, to continuously review, supervise, and administer the investment program
of the Fund, to determine in the Sub-Adviser's discretion the securities to be
purchased or sold, to provide the Adviser and the Trust with records concerning
the Sub-Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Adviser and to the Trust's officers and Trustees
concerning the Sub-Adviser's discharge of the foregoing responsibilities. The
Sub-Adviser shall discharge the foregoing responsibilities subject to the
Adviser's oversight and the control of the officers and the Trustees of the
Trust and in compliance with such policies as the Trustees may from time to time
establish, and in compliance with the objectives, policies, and limitations for
such Fund
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set forth in the Trust's current registration statement as amended from time to
time, and applicable laws and regulations. The Sub-Adviser accepts such
employment and agrees to render the services for the compensation specified
herein and to provide at its own expense the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein. The Adviser will instruct the Trust's
Custodian(s) to hold and/or transfer the Fund's assets in accordance with Proper
Instructions received from the Sub-Adviser. (For this purpose, the term "Proper
Instructions" shall have the meaning(s) specified in the applicable agreement(s)
between the Trust and its custodians.) The Sub-Adviser will not be responsible
for Trust expenses except as specified in this Agreement.
2. FUND TRANSACTIONS. The Sub-Adviser is authorized to select the
brokers or dealers (including, to the extent permitted by law and applicable
Trust guidelines, the Sub-Adviser or any of its affiliates) that will execute
the purchases and sales of Fund securities for the Fund and is directed to use
its best efforts to obtain the best net results with respect to brokers'
commissions and discounts as described in the Trust's current registration
statement as amended from time to time. In selecting brokers or dealers, the
Sub-Adviser may give consideration to factors other than price, including, but
not limited to, research services and market information. Any such services or
information which the Sub-Adviser receives in connection with activities for the
Trust may also be used for the benefit of other clients and customers of the
Sub-Adviser or any of its affiliates. The Sub-Adviser will promptly communicate
to the Adviser and to the officers and the Trustees of the Trust such
information relating to Fund transactions as they may reasonably request.
3. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered by
the Sub-Adviser as provided in Sections 1 and 2 of this Agreement, the Adviser
shall pay to the Sub-Adviser compensation at the rate specified in Schedule A
attached hereto and made a part of this Agreement. Such compensation shall be
paid to the Sub-Adviser quarterly in arrears, and shall be calculated by
applying the annual percentage rate(s) as specified in the attached Schedule A
to the average month-end assets of the specified Funds during the relevant
quarter. Solely for the purpose of calculating the applicable annual percentage
rates specified in the attached Schedule(s), there shall be included such other
assets as are specified in said Schedule(s).
4. OTHER SERVICES. At the request of the Trust or the Adviser, the
Sub-Adviser in its discretion may make available to the Trust office facilities,
equipment, personnel, and other services. Such office facilities, equipment,
personnel and services shall be provided
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for or rendered by the Sub-Adviser and billed to the Trust or the Adviser at a
price to be agreed upon by the Sub-Adviser and the Trust or the Adviser.
5. REPORTS. The Adviser (on behalf of the Trust) and the Sub-Adviser
agree to furnish to each other, if applicable, current prospectuses, proxy
statements, reports to shareholders, certified copies of their financial
statements, and such other information with regard to their affairs as each may
reasonably request.
6. STATUS OF SUB-ADVISER. The services of the Sub-Adviser to the Trust
are not to be deemed exclusive, and the Sub-Adviser and its directors, officers,
employees and affiliates shall be free to render similar services to others so
long as its services to the Trust are not impaired thereby. The Sub-Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Adviser or the Trust in any way or otherwise be deemed an agent to the Adviser
or the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
1940 Act which are prepared or maintained by the Sub-Adviser on behalf of the
Adviser or the Trust are the property of the Adviser or the Trust and will be
surrendered promptly to the Adviser or Trust on request.
8. LIABILITY OF SUB-ADVISER. No provision of this Agreement shall be
deemed to protect the Sub-Adviser against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Agreement.
9. PERMISSIBLE INTERESTS. To the extent permitted by law, Trustees,
agents, and shareholders of the Trust are or may be interested in the
Sub-Adviser (or any successor thereof) as directors, partners, officers, or
shareholders, or otherwise; directors, partners, officers, agents, and
shareholders of the Sub-Adviser are or may be interested in the Trust as
Trustees, shareholders or otherwise; and the Sub-Adviser (or any successor
thereof) is or may be interested in the Trust as a shareholder or otherwise;
provided that all such interests shall be fully disclosed between the parties on
an ongoing basis and in the Trust's registration statement as required by law.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall continue for two years after its initial approval and
thereafter for
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periods of one year for so long as such continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund; provided, however, that if the
shareholders of the Fund fail to approve the Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act and rules thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder. This Agreement may be terminated at any time, without
the payment of any penalty, by the Adviser, by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund on not less than 30 days' nor more than 60 days' written
notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment
of any penalty, on 60 days' written notice to the Adviser and the Trust. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at the primary office of
such party, unless such party has previously designated another address.
As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the State of Delaware, and notice is hereby given that this
instrument is not binding upon any of the Trustees, officers, or shareholders of
the Trust individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
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Xxxxxx, Hanley, Mewhinney, & Xxxxxxx AMR Investment Services,Inc.
By: By:
------------------------ ------------------------
------------------------ ------------------------
Title: Title:
------------------------ ------------------------
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Schedule A
to the
Investment Sub-Advisory Agreement
between
AMR Investment Services, Inc.
and
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc.
AMR Investment Services, Inc. shall pay compensation to Barrow, Hanley,
Xxxxxxxxx & Xxxxxxx, Inc. pursuant to section 3 of the Investment Sub-Advisory
Agreement between said parties in accordance with the following annual
percentage rates:
0.30% per annum on the first $200 million
0.20% per annum on the next $300 million
0.15% per annum on the next $500 million
0.125% per annum on the excess over $1 billion.
In calculating the amount of assets under management solely for the
purpose of determining the applicable percentage rate, there shall be included
all other assets or trust assets of the AMR Investment Services Trust and
American Airlines, Inc. also under management by the Sub-Adviser (except assets
managed by the Sub-Adviser under the HALO Bond Program).
DATED:
----------------------, 1999
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SCHEDULE 1
DEFINITIONS
In this Contract the following expressions shall have the following
meaning unless the context otherwise requires:
"Applicable Law"
means applicable laws and regulations of the jurisdiction in
which the Adviser is domiciled and of the Securities and
Exchange Commission of the United States of America, and of
any governmental or self-regulatory organization of which the
Adviser is a member, each as from time to time amended;
"Assets"
means Investments of the Fund deposited by or on behalf of the
Adviser pursuant to which this Sub-Advisory Contract relates;
"Fund"
means the separate portfolio of Assets of the Trust on whose
behalf the Adviser has entered into this Sub-Advisory
Contract;
"Investment"
means any asset, right or interest in respect of property of
any kind held by the Fund;
"Registered Office"
means Xxx Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
Telephone: ____________. Facsimile: ___________. Telex: N/A_.
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"Series"
means the series of shares of beneficial interest representing
undivided interests in the Trust's investment portfolios,
including the Fund.
____________, 1999
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APPENDIX I
AUTHORIZED SIGNATORY LIST
The following persons are authorized to give instructions on behalf of the
Sub-Adviser to the Adviser:
NAME SIGNATURE POSITION
---- --------- --------
Xxxxxx X. Xxxxxx, Xx. President
Xxxxx X. Xxxxxx Principal
Xxxxxxx X. Xxxxxxxxx Principal
J. Xxx Xxxxx, Xx. Principal
Xxxxxx X. Xxxxxxxx Principal
Xxxxxxx X. Xxxxxx Principal
M. Xxxx Xxxxxx Principal
