Xxxxx Capital Management Subadvisory Agreement
Subadvisor for Xxxxxxx Capital Accumulation Fund
March 1, 1999
Page 8 of 8
XXXXXXX WORLD VALUES FUND, INC.
INVESTMENT SUBADVISORY AGREEMENT
XXXXX CAPITAL MANAGEMENT, INC.
INVESTMENT SUBADVISORY AGREEMENT, MADE THIS 1ST DAY OF MARCH, 1999, BY AND
BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC., A DELAWARE CORPORATION
REGISTERED AS AN INVESTMENT ADVISOR UNDER THE INVESTMENT ADVISERS ACT OF 1940
(THE "ADVISOR"), AND XXXXX CAPITAL MANAGEMENT, INC., A MARYLAND CORPORATION (THE
"SUBADVISOR").
WHEREAS, THE ADVISOR IS THE INVESTMENT ADVISOR TO XXXXXXX WORLD VALUES
FUND, INC. ("CWVF"), AN OPEN-END MANAGEMENT INVESTMENT COMPANY REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"); AND
WHEREAS, THE ADVISOR DESIRES TO RETAIN THE SUBADVISOR TO FURNISH IT WITH
CERTAIN INVESTMENT ADVISORY SERVICES IN CONNECTION WITH THE ADVISOR'S INVESTMENT
ADVISORY ACTIVITIES ON BEHALF OF THE XXXXXXX CAPITAL ACCUMULATION FUND (THE
"FUND") SERIES OF CWVF;
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH, IT IS AGREED AS FOLLOWS:
1. SERVICES TO BE RENDERED BY THE SUBADVISOR TO THE FUND.
(A) INVESTMENT PROGRAM. SUBJECT TO THE CONTROL OF THE CWVF BOARD OF
DIRECTORS ("DIRECTORS") AND THE ADVISOR, THE SUBADVISOR AT ITS EXPENSE
CONTINUOUSLY WILL FURNISH TO THE FUND AN INVESTMENT PROGRAM FOR SUCH PORTION, IF
ANY, OF FUND ASSETS DESIGNATED BY THE ADVISOR FROM TIME TO TIME. WITH RESPECT TO
SUCH ASSETS, THE SUBADVISOR WILL MAKE INVESTMENT DECISIONS, WHICH IS SUBJECT TO
SECTION 1(G) OF THIS AGREEMENT, AND WILL PLACE ALL ORDERS FOR THE PURCHASE AND
SALE OF PORTFOLIO SECURITIES. THE SUBADVISOR WILL FOR ALL PURPOSES HEREIN BE
DEEMED TO BE AN INDEPENDENT CONTRACTOR AND SHALL, EXCEPT AS EXPRESSLY PROVIDED
OR AUTHORIZED, HAVE NO AUTHORITY TO ACT FOR OR REPRESENT THE FUND OR THE ADVISOR
IN ANY WAY OR OTHERWISE BE DEEMED AN AGENT OF THE FUND OR THE ADVISOR. IN THE
PERFORMANCE OF ITS DUTIES, THE SUBADVISOR WILL ACT IN THE BEST INTERESTS OF THE
FUND AND WILL COMPLY WITH (I) APPLICABLE LAWS AND REGULATIONS, INCLUDING, BUT
NOT LIMITED TO, THE 1940 ACT, AND SUBCHAPTER M OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, (II) THE TERMS OF THIS AGREEMENT, (III) THE FUND'S ARTICLES OF
INCORPORATION, BYLAWS AND REGISTRATION STATEMENT AS FROM TIME TO TIME AMENDED,
(IV) RELEVANT UNDERTAKINGS PROVIDED TO STATE SECURITIES REGULATORS, (V) THE
STATED INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS OF THE FUND, AND (VI)
SUCH OTHER GUIDELINES AS THE DIRECTORS OR ADVISOR MAY ESTABLISH. THE ADVISOR
SHALL BE RESPONSIBLE FOR PROVIDING THE SUBADVISOR WITH CURRENT COPIES OF THE
MATERIALS SPECIFIED IN SUBSECTIONS (A)(III), (IV), (V) AND (VI) OF THIS SECTION
1.
(B) AVAILABILITY OF PERSONNEL. THE SUBADVISOR AT ITS EXPENSE WILL MAKE
AVAILABLE TO THE DIRECTORS AND ADVISOR AT REASONABLE TIMES ITS PORTFOLIO
MANAGERS AND OTHER APPROPRIATE PERSONNEL, EITHER IN PERSON, OR, AT THE MUTUAL
CONVENIENCE OF THE ADVISOR AND THE SUBADVISOR, BY TELEPHONE, IN ORDER TO REVIEW
THE FUND'S INVESTMENT POLICIES AND TO CONSULT WITH THE DIRECTORS AND ADVISOR
REGARDING THE FUND'S INVESTMENT AFFAIRS, INCLUDING ECONOMIC, STATISTICAL AND
INVESTMENT MATTERS RELEVANT TO THE SUBADVISOR'S DUTIES HEREUNDER, AND WILL
PROVIDE PERIODIC REPORTS TO THE ADVISOR RELATING TO THE INVESTMENT STRATEGIES IT
EMPLOYS.
(C) EXPENSES, SALARIES AND FACILITIES. THE SUBADVISOR WILL PAY ALL EXPENSES
INCURRED BY IT IN CONNECTION WITH ITS ACTIVITIES UNDER THIS AGREEMENT (OTHER
THAN THE COST OF SECURITIES AND OTHER INVESTMENTS, INCLUDING ANY BROKERAGE
COMMISSIONS), INCLUDING BUT NOT LIMITED TO, ALL SALARIES OF PERSONNEL AND
FACILITIES REQUIRED FOR IT TO EXECUTE ITS DUTIES UNDER THIS AGREEMENT.
(D) COMPLIANCE REPORTS. THE SUBADVISOR AT ITS EXPENSE WILL PROVIDE THE
ADVISOR WITH SUCH COMPLIANCE REPORTS RELATING TO ITS DUTIES UNDER THIS AGREEMENT
AS MAY BE AGREED UPON BY SUCH PARTIES FROM TIME TO TIME.
(E) VALUATION. THE SUBADVISOR WILL ASSIST THE FUND AND ITS AGENTS IN
DETERMINING WHETHER PRICES OBTAINED FOR VALUATION PURPOSES ACCURATELY REFLECT
MARKET PRICE INFORMATION RELATING TO THE ASSETS OF THE FUND FOR WHICH THE
SUBADVISOR HAS RESPONSIBILITY ON A DAILY BASIS (UNLESS OTHERWISE AGREED UPON BY
THE PARTIES HERETO) AND AT SUCH OTHER TIMES AS THE ADVISOR SHALL REASONABLY
REQUEST.
(F) EXECUTING PORTFOLIO TRANSACTIONS.
I) BROKERAGE. IN SELECTING BROKERS AND DEALERS TO EXECUTE PURCHASES AND
SALES OF INVESTMENTS FOR THE FUND, THE SUBADVISOR WILL USE ITS BEST EFFORTS TO
OBTAIN THE MOST FAVORABLE PRICE AND EXECUTION AVAILABLE IN ACCORDANCE WITH THIS
PARAGRAPH. THE SUBADVISOR AGREES TO PROVIDE THE ADVISOR AND THE FUND WITH COPIES
OF ITS POLICY WITH RESPECT TO ALLOCATION OF BROKERAGE ON TRADES FOR THE FUND.
SUBJECT TO REVIEW BY THE DIRECTORS OF APPROPRIATE POLICIES AND PROCEDURES, THE
SUBADVISOR MAY CAUSE THE FUND TO PAY A BROKER A COMMISSION, FOR EFFECTING A
PORTFOLIO TRANSACTION, IN EXCESS OF THE COMMISSION ANOTHER BROKER WOULD HAVE
CHARGED FOR EFFECTING THE SAME TRANSACTION. IF THE FIRST BROKER PROVIDED
BROKERAGE AND/OR RESEARCH SERVICES, INCLUDING STATISTICAL DATA, TO THE
SUBADVISOR, THE SUBADVISOR SHALL NOT BE DEEMED TO HAVE ACTED UNLAWFULLY, OR TO
HAVE BREACHED ANY DULY CREATED BY THIS AGREEMENT, OR OTHERWISE, SOLELY BY REASON
OF ACTING ACCORDING TO SUCH AUTHORIZATION.
II) AGGREGATE TRANSACTIONS. IN EXECUTING PORTFOLIO TRANSACTIONS FOR THE
FUND, THE SUBADVISOR MAY, BUT WILL NOT BE OBLIGATED TO, AGGREGATE THE SECURITIES
TO BE SOLD OR PURCHASED WITH THOSE OF ITS OTHER CLIENTS WHERE SUCH AGGREGATION
IS NOT INCONSISTENT WITH THE POLICIES OF THE FUND, TO THE EXTENT PERMITTED BY
APPLICABLE LAWS AND REGULATIONS. IF THE SUBADVISOR CHOOSES TO AGGREGATE SALES OR
PURCHASES, IT WILL ALLOCATE THE SECURITIES AS WELL AS THE EXPENSES INCURRED IN
THE TRANSACTION IN THE MANNER IT CONSIDERS TO BE THE MOST EQUITABLE AND
CONSISTENT WITH ITS FIDUCIARY OBLIGATIONS TO THE FUND AND ITS OTHER CLIENTS
INVOLVED IN THE TRANSACTION.
III) DIRECTED BROKERAGE. THE ADVISOR MAY DIRECT THE SUBADVISOR TO USE A
PARTICULAR BROKER OR DEALER FOR ONE OR MORE TRADES IF, IN THE SOLE OPINION OF
THE ADVISOR, IT IS IN THE BEST INTEREST OF THE FUND TO DO SO.
IV) BROKERAGE ACCOUNTS. THE ADVISOR AUTHORIZES AND EMPOWERS THE SUBADVISOR TO
DIRECT THE FUND'S CUSTODIAN TO OPEN AND MAINTAIN BROKERAGE ACCOUNTS FOR
SECURITIES AND OTHER PROPERTY, INCLUDING FINANCIAL AND COMMODITY FUTURES AND
COMMODITIES AND OPTIONS THEREON (ALL SUCH ACCOUNTS HEREINAFTER CALLED "BROKERAGE
ACCOUNTS") FOR AND IN THE NAME OF THE FUND AND TO EXECUTE FOR THE FUND AS ITS
AGENT AND ATTORNEY-IN-FACT STANDARD CUSTOMER AGREEMENTS WITH SUCH BROKER OR
BROKERS AS THE SUBADVISOR SHALL SELECT AS PROVIDED ABOVE. THE SUBADVISOR MAY,
USING SUCH OF THE SECURITIES AND OTHER PROPERTY IN THE FUND AS THE SUBADVISOR
DEEMS NECESSARY OR DESIRABLE, DIRECT THE FUND'S CUSTODIAN TO DEPOSIT FOR THE
FUND ORIGINAL AND MAINTENANCE BROKERAGE AND MARGIN DEPOSITS AND OTHERWISE DIRECT
PAYMENTS OF CASH, CASH EQUIVALENTS AND SECURITIES AND OTHER PROPERTY INTO SUCH
BROKERAGE ACCOUNTS AND TO SUCH BROKERS AS THE SUBADVISOR DEEMS DESIRABLE OR
APPROPRIATE.
(G) SOCIAL SCREENING. THE ADVISOR IS RESPONSIBLE FOR SCREENING THOSE
INVESTMENTS SUBJECT TO SOCIAL SCREENING ("SECURITIES") TO DETERMINE THAT THE
SECURITIES INVESTMENTS MEET THE FUND'S SOCIAL INVESTMENT CRITERIA, AS MAY BE
AMENDED FROM TIME TO TIME BY THE DIRECTORS. THE SUBADVISOR WILL BUY ONLY THOSE
SECURITIES WHICH THE ADVISOR DETERMINES PASS THE FUND'S SOCIAL SCREENS.
(H) VOTING PROXIES. THE SUBADVISOR AGREES TO TAKE APPROPRIATE ACTION (WHICH
MAY INCLUDE VOTING) ON ALL PROXIES FOR THE FUND'S PORTFOLIO INVESTMENTS IN A
TIMELY MANNER. SUCH ACTION IS SUBJECT TO THE DIRECTION OF THE DIRECTORS AND
ADVISOR AND WILL BE CONSISTENT WITH THE SOCIAL SCREENS AND CRITERIA GOVERNING
INVESTMENT SELECTION FOR THE FUND.
(I) FURNISHING INFORMATION FOR THE FUND'S PROXIES. THE SUBADVISOR AGREES TO
PROVIDE THE ADVISOR IN A TIMELY MANNER WITH ALL INFORMATION NECESSARY, INCLUDING
THE SUBADVISOR'S CERTIFIED BALANCE SHEET AND INFORMATION CONCERNING THE
SUBADVISOR'S CONTROLLING PERSONS, FOR PREPARATION OF THE FUND'S PROXY
STATEMENTS, AS MAY BE NEEDED FROM TIME TO TIME.
2. BOOKS AND RECORDS.
A) IN CONNECTION WITH THE PURCHASE AND SALE OF THE FUND'S PORTFOLIO SECURITIES,
THE SUBADVISOR SHALL ARRANGE FOR THE TRANSMISSION TO THE FUND'S CUSTODIAN,
AND/OR THE ADVISOR ON A DAILY BASIS, OF SUCH CONFIRMATIONS, TRADE TICKETS OR
OTHER DOCUMENTATION AS MAY BE NECESSARY TO ENABLE THE ADVISOR TO PERFORM ITS
ACCOUNTING AND ADMINISTRATIVE RESPONSIBILITIES WITH RESPECT TO THE MANAGEMENT OF
THE FUND.
B) PURSUANT TO RULE 31A-3 UNDER THE 1940 ACT, RULE 204-2 UNDER THE INVESTMENT
ADVISERS ACT OF 1940 AND ANY OTHER LAWS, RULES OR REGULATIONS REGARDING
RECORDKEEPING, THE SUBADVISOR AGREES THAT: (I) ALL RECORDS IT MAINTAINS FOR THE
FUND ARE THE PROPERTY OF THE FUND; (II) IT WILL SURRENDER PROMPTLY TO THE FUND
OR ADVISOR ANY SUCH RECORDS UPON THE FUND'S OR ADVISOR'S REQUEST; (III) IT WILL
MAINTAIN FOR THE FUND THE RECORDS THAT THE FUND IS REQUIRED TO MAINTAIN UNDER
RULE 31A-1(B) INSOFAR AS SUCH RECORDS RELATE TO THE INVESTMENT AFFAIRS OF THE
FUND FOR WHICH THE SUBADVISOR HAS RESPONSIBILITY UNDER THIS AGREEMENT; AND (IV)
IT WILL PRESERVE FOR THE PERIODS PRESCRIBED BY RULE 31A-2 UNDER THE 1940 ACT THE
RECORDS IT MAINTAINS FOR THE FUND.
C) THE SUBADVISOR REPRESENTS THAT IT HAS ADOPTED A SUITABLE CODE OF ETHICS THAT
COVERS ITS ACTIVITIES WITH RESPECT TO ITS SERVICES TO THE FUND.
3. EXCLUSIVITY. EACH PARTY AND ITS AFFILIATES MAY HAVE ADVISORY, MANAGEMENT
SERVICE OR OTHER AGREEMENTS WITH OTHER ORGANIZATIONS AND PERSONS, AND MAY HAVE
OTHER INTERESTS AND BUSINESSES; PROVIDED, HOWEVER, THAT DURING THE TERM OF THIS
AGREEMENT, THE SUBADVISOR WILL NOT PROVIDE INVESTMENT ADVISORY SERVICES
("SERVICES") TO ANY INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT ("MUTUAL
FUND") INVESTING IN SOCIALLY SCREENED SECURITIES, OTHER THAN XXXXXXX-AFFILIATED
MUTUAL FUNDS.
4. COMPENSATION. THE ADVISOR WILL PAY TO THE SUBADVISOR AS COMPENSATION FOR
THE SUBADVISOR'S SERVICES RENDERED PURSUANT TO THIS AGREEMENT AN ANNUAL
SUBADVISORY FEE AS SPECIFIED IN ONE OR MORE SCHEDULES ATTACHED HERETO AND MADE
PART OF THIS AGREEMENT. SUCH FEES SHALL BE PAID BY THE ADVISOR (AND NOT BY THE
FUND). SUCH FEES SHALL BE PAYABLE FOR EACH MONTH WITHIN 15 BUSINESS DAYS AFTER
THE END OF SUCH MONTH. IF THE SUBADVISOR SHALL SERVE FOR LESS THAN THE WHOLE OF
A MONTH, THE COMPENSATION AS SPECIFIED SHALL BE PRORATED. THE SCHEDULES MAY BE
AMENDED FROM TIME TO TIME, PROVIDED THAT AMENDMENTS ARE MADE IN CONFORMITY WITH
APPLICABLE LAWS AND REGULATIONS AND THE ARTICLES OF INCORPORATION AND BYLAWS OF
THE FUND. ANY CHANGE IN THE SCHEDULE PERTAINING TO ANY NEW OR EXISTING SERIES OF
CWVF SHALL NOT BE DEEMED TO AFFECT THE INTEREST OF ANY OTHER SERIES AND SHALL
NOT REQUIRE THE APPROVAL OF SHAREHOLDERS OF ANY OTHER SERIES.
5. ASSIGNMENT AND AMENDMENT OF AGREEMENT. THIS AGREEMENT AUTOMATICALLY SHALL
TERMINATE WITHOUT THE PAYMENT OF ANY PENALTY IN THE EVENT OF ITS ASSIGNMENT OR
IF THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE ADVISOR AND THE FUND SHALL
TERMINATE FOR ANY REASON. THIS AGREEMENT SHALL NOT BE MATERIALLY AMENDED UNLESS,
IF REQUIRED BY SECURITIES AND EXCHANGE COMMISSION RULES AND REGULATIONS, SUCH
AMENDMENT IS APPROVED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING
SHARES OF THE FUND, AND BY THE VOTE, CAST IN PERSON AT A MEETING CALLED FOR THE
PURPOSE OF VOTING ON SUCH APPROVAL, OF A MAJORITY OF THE DIRECTORS OF CWVF WHO
ARE NOT INTERESTED PERSONS OF THE FUND, THE ADVISOR OR THE SUBADVISOR.
6. DURATION AND TERMINATION OF THE AGREEMENT. THIS AGREEMENT SHALL BECOME
EFFECTIVE UPON ITS EXECUTION; PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL NOT
BECOME EFFECTIVE WITH RESPECT TO ANY SERIES NOW EXISTING OR HEREAFTER CREATED
UNLESS IT HAS FIRST BEEN APPROVED (A) BY A VOTE OF THE MAJORITY OF THOSE
DIRECTORS OF CWVF WHO ARE NOT PARTIES TO THIS AGREEMENT OR INTERESTED PERSONS OF
SUCH PARTY, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING ON SUCH
APPROVAL, AND (B) BY A VOTE OF A MAJORITY OF THAT SERIES' OUTSTANDING VOTING
SECURITIES. THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT CONTINUOUSLY
THEREAFTER (UNLESS TERMINATED AUTOMATICALLY AS SET FORTH IN SECTION 5) EXCEPT AS
FOLLOWS:
(A) CWVF MAY AT ANY TIME TERMINATE THIS AGREEMENT WITHOUT PENALTY WITH
RESPECT TO ANY OR ALL FUNDS BY PROVIDING NOT LESS THAN 60 DAYS' WRITTEN NOTICE
DELIVERED OR MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADVISOR AND THE
SUBADVISOR. SUCH TERMINATION CAN BE AUTHORIZED BY THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE (I) DIRECTORS OF CWVF OR (II) OUTSTANDING VOTING SECURITIES OF
THE APPLICABLE SERIES.
(B) THIS AGREEMENT WILL TERMINATE AUTOMATICALLY WITH RESPECT TO A SERIES
UNLESS, BY DECEMBER 31, 1999, AND AT LEAST ANNUALLY THEREAFTER, THE CONTINUANCE
OF THE AGREEMENT IS SPECIFICALLY APPROVED BY (I) THE DIRECTORS OF CWVF OR THE
SHAREHOLDERS OF SUCH SERIES BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE
OUTSTANDING SHARES OF SUCH SERIES, AND (II) A MAJORITY OF THE DIRECTORS OF CWVF,
WHO ARE NOT INTERESTED PERSONS OF THE FUND, ADVISOR OR SUBADVISOR, BY VOTE CAST
IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF VOTING ON SUCH APPROVAL. IF THE
CONTINUANCE OF THIS AGREEMENT IS SUBMITTED TO THE SHAREHOLDERS OF ANY SERIES FOR
THEIR APPROVAL AND SUCH SHAREHOLDERS FAIL TO APPROVE SUCH CONTINUANCE AS
PROVIDED HEREIN, THE SUBADVISOR MAY CONTINUE TO SERVE HEREUNDER IN A MANNER
CONSISTENT WITH THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER.
(C) THE ADVISOR MAY AT ANY TIME TERMINATE THIS AGREEMENT WITH RESPECT TO
ANY OR ALL FUNDS BY NOT LESS THAN 60 DAYS' WRITTEN NOTICE DELIVERED OR MAILED BY
REGISTERED MAIL, POSTAGE PREPAID, TO THE SUBADVISOR, AND THE SUBADVISOR MAY AT
ANY TIME TERMINATE THIS AGREEMENT WITH RESPECT TO ANY OR ALL SERIES BY NOT LESS
THAN 90 DAYS WRITTEN NOTICE DELIVERED OR MAILED BY REGISTERED MAIL, POSTAGE
PREPAID, TO THE ADVISOR, UNLESS OTHERWISE MUTUALLY AGREED IN WRITING.
UPON TERMINATION OF THIS AGREEMENT WITH RESPECT TO ANY FUND, THE DUTIES OF THE
ADVISOR DELEGATED TO THE SUBADVISOR UNDER THIS AGREEMENT WITH RESPECT TO SUCH
FUND AUTOMATICALLY SHALL REVERT TO THE ADVISOR.
7. NOTIFICATION TO THE ADVISOR. THE SUBADVISOR PROMPTLY SHALL NOTIFY THE
ADVISOR IN WRITING OF THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(A) THE SUBADVISOR SHALL FAIL TO BE REGISTERED AS AN INVESTMENT ADVISOR
UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, AND UNDER THE LAWS OF ANY
JURISDICTION IN WHICH THE SUBADVISOR IS REQUIRED TO BE REGISTERED AS AN
INVESTMENT ADVISOR IN ORDER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT;
(B) THE SUBADVISOR SHALL HAVE BEEN SERVED OR OTHERWISE HAVE NOTICE OF ANY
ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION, AT LAW OR IN EQUITY, BEFORE
OR BY ANY COURT, PUBLIC BOARD OR BODY, INVOLVING THE AFFAIRS OF THE FUND; OR
(C) A VIOLATION OF THE SUBADVISOR'S CODE OF ETHICS IS DISCOVERED AND,
AGAIN, WHEN ACTION HAS BEEN TAKEN TO RECTIFY SUCH VIOLATION; OR
(D) ANY OTHER EVENT THAT MIGHT AFFECT THE ABILITY OF THE SUBADVISOR TO
PROVIDE THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT.
8. DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT, THE TERMS "VOTE OF A
MAJORITY OF THE OUTSTANDING SHARES," "AFFILIATED PERSON," "CONTROL," "INTERESTED
PERSON" AND "ASSIGNMENT" SHALL HAVE THEIR RESPECTIVE MEANINGS AS DEFINED IN THE
1940 ACT AND THE RULES AND REGULATIONS THEREUNDER 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.
9. INDEMNIFICATION. THE SUBADVISOR SHALL INDEMNIFY AND HOLD HARMLESS THE
ADVISOR, THE FUND AND THEIR RESPECTIVE DIRECTORS OR TRUSTEES, OFFICERS AND
SHAREHOLDERS FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES, OBLIGATION AND
LIABILITIES (INCLUDING REASONABLE ATTORNEYS FEES) ARISING OR RESULTING FROM THE
SUBADVISOR'S WILLFUL MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR RECKLESS
DISREGARD OF ITS DUTIES HEREUNDER.
THE ADVISOR SHALL INDEMNIFY AND HOLD HARMLESS THE SUBADVISOR, THE FUND,
THEIR RESPECTIVE DIRECTORS OR TRUSTEES, OFFICERS AND SHAREHOLDERS FROM ANY AND
ALL CLAIMS, LOSSES, EXPENSES, OBLIGATION AND LIABILITIES (INCLUDING REASONABLE
ATTORNEYS FEES) ARISING OR RESULTING FROM THE ADVISOR'S WILLFUL MISFEASANCE, BAD
FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF ITS DUTIES HEREUNDER OR UNDER
ITS INVESTMENT ADVISORY AGREEMENT WITH THE FUND.
10. APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY
MARYLAND LAW, AND ANY DISPUTE ARISING FROM THIS AGREEMENT OR THE SERVICES
RENDERED HEREUNDER SHALL BE RESOLVED THROUGH LEGAL PROCEEDINGS, WHETHER STATE,
FEDERAL, OR OTHERWISE, CONDUCTED IN THE STATE OF MARYLAND OR IN SUCH OTHER
MANNER OR JURISDICTION AS SHALL BE MUTUALLY AGREED UPON BY THE PARTIES HERETO.
11. MISCELLANEOUS. NOTICES OF ANY KIND TO BE GIVEN TO A PARTY HEREUNDER
SHALL BE IN WRITING AND SHALL BE DULY GIVEN IF MAILED, DELIVERED OR COMMUNICATED
BY ANSWER BACK FACSIMILE TRANSMISSION TO SUCH PARTY AT THE ADDRESS SET FORTH
BELOW, ATTENTION PRESIDENT, OR AT SUCH OTHER ADDRESS OR TO SUCH OTHER PERSON AS
A PARTY MAY FROM TIME TO TIME SPECIFY.
EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTS AND EXECUTE SUCH FURTHER
DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES HEREOF. THE CAPTIONS IN
THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY AND IN NO WAY DEFINE OR DELIMIT
ANY OF THE PROVISIONS HEREOF OR OTHERWISE AFFECT THEIR CONSTRUCTION OR EFFECT.
IN WITNESS WHEREOF, AND HAVE EACH CAUSED THIS INSTRUMENT TO BE SIGNED IN
DUPLICATE ON ITS BEHALF BY ITS DULY AUTHORIZED REPRESENTATIVE, ALL AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.
/S/RENO MARTINI
SENIOR VICE PRESIDENT
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
/S/XXXXX XXXXX
PRESIDENT
XXXXX CAPITAL MANAGEMENT, INC.
SCHEDULE TO THE INVESTMENT SUBADVISORY AGREEMENT
BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC.
AND XXXXX CAPITAL MANAGEMENT, INC.
AS COMPENSATION PURSUANT TO SECTION 4 OF THE SUBADVISORY AGREEMENT BETWEEN
XXXXXXX ASSET MANAGEMENT COMPANY, INC. (THE "ADVISOR") AND XXXXX CAPITAL
MANAGEMENT, INC. (THE "SUBADVISOR"), THE ADVISOR SHALL PAY THE SUBADVISOR AN
ANNUAL SUBADVISORY FEE, COMPUTED DAILY AND PAYABLE MONTHLY, AT AN ANNUAL RATE OF
0.25% OF THE AVERAGE DAILY NET ASSETS OF THE XXXXXXX CAPITAL ACCUMULATION FUND.
