SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this 1st day of January, 2002, among
XXXXX XXX & XXXXXXX INCORPORATED, a Delaware corporation (the "Adviser"), NORDEA
INVESTMENT MANAGEMENT NORTH AMERICA, INC., a company incorporated under the laws
of the State of Delaware (the "Sub-Adviser") and SR&F BASE TRUST (the "Trust"),
on behalf of SR&F Balanced Portfolio (the "Portfolio").
WITNESSETH:
WHEREAS, the Adviser provides the Portfolio, a series of the Trust, an
open-end investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), and a master fund into which the Xxxxx Xxx Balanced
Fund (the "Fund") invests all of its assets as part of a master fund/feeder fund
structure, business services pursuant to the terms and conditions of an
investment advisory agreement dated November 1, 2001 (the "Advisory Agreement")
between the Adviser and the Trust, on behalf of the Portfolio; and
WHEREAS, the Sub-Adviser is willing to provide services to the Adviser
with respect to the Fund's assets invested in the Portfolio on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Sub-Adviser. Subject to the supervision of the
Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the
investment of a portion of the assets of the Portfolio, as determined by the
Adviser, in accordance with the Fund's and Portfolio's investment objectives,
policies and limitations as stated in the Fund's then current Prospectus (the
"Prospectus") and Statement of Additional Information (the "Statement"), and in
compliance with the 1940 Act and the rules, regulations and orders thereunder;
(b) place purchase and sale orders for portfolio transactions for the Portfolio;
(c) evaluate such economic, statistical and financial information and undertake
such investment research as it shall believe advisable; (d) employ professional
portfolio managers to provide research services to the Portfolio; and (e) report
results to the Board of Trustees of the Trust. The Adviser agrees to provide the
Sub-Adviser with such assistance as may be reasonably requested by the
Sub-Adviser in connection with its activities under this Agreement, including,
without limitation, information concerning the Portfolio, its funds available,
or to become available, for investment and generally as to the conditions of the
Portfolio's affairs.
Should the Trustees of the Trust or the Adviser at any time make any
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser,
suspend or restrict the right of the Sub-Adviser to determine what assets of the
Portfolio shall be purchased or sold and what portion, if any, of the
Portfolio's assets shall be held uninvested. It is understood that the Adviser
undertakes to discuss with the Sub-Adviser any such determinations of investment
policy and any such suspension or restrictions on the right of the Sub-Adviser
to determine what assets of the Portfolio shall be purchased or sold or held
uninvested, prior to the implementation thereof.
2. Certain Information to the Sub-Adviser. Copies of the Prospectus and
the Statement have been delivered to the Sub-Adviser. The Adviser agrees to
notify the Sub-Adviser of each change in the investment policies of the Fund and
Portfolio and to provide to the Sub-Adviser as promptly as practicable copies of
all amendments and supplements to the Prospectus and the Statement. In addition,
the Adviser will promptly provide the Sub-Adviser with any procedures applicable
to the Sub-Adviser adopted from time to time by the Trustees of the Trust and
agrees to provide promptly to the Sub-Adviser copies of all amendments thereto.
3. Execution of Certain Documents. Subject to any other written
instructions of the Adviser and the Trustees of the Trust, the Sub-Adviser is
hereby appointed the Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as the
Sub-Adviser shall be requested by brokers, dealers, counterparties and other
persons in connection with its management of the assets of the Portfolio.
4. Reports. The Sub-Adviser shall furnish to the Trustees of the Trust
or the Adviser, or both, as may be appropriate, quarterly reports of its
activities on behalf of the Fund and Portfolio, as required by applicable law or
as otherwise requested from time to time by the Trustees of the Trust or the
Adviser, and such additional information, reports, evaluations, analyses and
opinions as the Trustees of the Trust or the Adviser, as appropriate, may
request from time to time.
5. Compensation of the Sub-Adviser. For the services to be rendered by
the Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in arrears in U.S. dollars, at an annual
rate of 0.40% of the average daily net asset value of the portion of the
Portfolio's assets under management by the Sub-Adviser. If the Sub-Adviser shall
serve for less than the whole of any month, the compensation payable to the
Sub-Adviser with respect to the Portfolio will be prorated. The Sub-Adviser will
pay its expenses incurred in performing its duties under this Agreement. Neither
the Trust nor the Portfolio shall be liable to the Sub-Adviser for the
compensation of the Sub-Adviser. For the purpose of determining fees payable to
the Sub-Adviser, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or Statement.
6. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution and
management of the Portfolio, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties and
obligations hereunder. The Trust, on behalf of the Portfolio, may enforce any
obligations of the Sub-Adviser under this Agreement and may recover directly
from the Sub-Adviser for any liability it may have to the Portfolio.
7. Activities of the Sub-Adviser. The services of the Sub-Adviser to
the Portfolio are not deemed to be exclusive, the Sub-Adviser being free to
render investment advisory and/or other services to others.
8. Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a)
will not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees
of the Trust or the Portfolio's distributor, as principals, agents, brokers or
dealers in making purchases or sales of securities or other property for the
account of the Portfolio, except as permitted by the 1940 Act and the rules,
regulations and orders thereunder and subject to the prior written approval of
the Adviser, and except in accordance with Rule 17e-1 procedures as approved by
the Trustees from time to time and (b) will comply with all other provisions of
the then-current Prospectus and Statement relative to the Sub-Adviser and its
trustees, officers, employees and affiliates.
9. Representations, Warranties and Additional Agreements of the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees that:
(a) It (i) is registered as an investment adviser under the U.S.
Investment Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the U.S. and is registered under the laws of any
jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement, and
will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any other
applicable Federal or State requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; (v) will
immediately notify the Adviser in writing of the occurrence of any event that
would disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and
(vi) will immediately notify the Adviser in writing of any change of control of
the Sub-Adviser or any parent of the Sub-Adviser resulting in an "assignment" of
this Agreement.
(b) It will maintain, keep current and preserve on behalf of the
Portfolio, in the manner and for the periods of time required or permitted by
the 1940 Act and the rules, regulations and orders thereunder and the Advisers
Act and the rules, regulations and orders thereunder, records relating to
investment transactions made by the Sub-Adviser for the Fund and Portfolio as
may be reasonably requested by the Adviser or the Fund or Portfolio from time to
time. The Sub-Adviser agrees that such records are the property of
the Fund and Portfolio, and will be surrendered to the Fund or Portfolio
promptly upon request.
(c) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics, and upon any amendment to such code of ethics, promptly provide such
amendment. At least annually the Sub-Adviser will provide the Trust and the
Adviser with a certificate signed by the chief compliance officer (or the person
performing such function) of the Sub-Adviser certifying, to the best of his or
her knowledge, compliance with the code of ethics during the immediately
preceding twelve (12) month period, including any material violations of or
amendments to the code of ethics or the administration thereof.
(d) It has provided the Adviser and the Trust with a copy of its Form
ADV as most recently filed with the Securities and Exchange Commission (the
"SEC") and will, promptly after filing any amendment to its Form ADV with the
SEC, furnish a copy of such amendment to the Adviser and the Trust.
10. Duration and Termination of this Agreement. This Agreement shall
become effective on the date first above written and shall govern the relations
between the parties hereto thereafter, and shall remain in force until July 31,
2003 and from year to year thereafter but only so long as its continuance is
"specifically approved at least annually" by the Board of Trustees of the Trust
or by "vote of a majority of the outstanding voting securities" of the Fund.
This Agreement may be terminated at any time without penalty on sixty days'
written notice to the Sub-Adviser by vote of the Board of Trustees of the Trust,
by "vote of a majority of the outstanding voting securities" of the Fund, or by
the Adviser. This Agreement also may be terminated at any time without penalty
by the Sub-Advisor on ninety days' written notice to the Adviser and Trust. This
Agreement shall automatically terminate in the event of its "assignment" or in
the event that the Advisory Agreement shall have terminated for any reason.
11. Amendments to this Agreement. This Agreement may be amended in
accordance with the 1940 Act.
12. Certain Definitions. The terms "specifically approved at least
annually", "vote of a majority of the outstanding voting securities",
"assignment", "control", "affiliated persons" and "interested person", when used
in this Agreement, shall have the respective meanings specified, and shall be
construed in a manner consistent with, the 1940 Act and the rules, regulations
and orders thereunder, subject, however, to such exemptions as may be granted by
the SEC under the 1940 Act.
13. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Sub-Adviser pursuant
to Section 9 hereof shall survive for the duration of this Agreement and the
Sub-Adviser shall immediately notify, but in no event later than five (5)
business days, the Adviser in writing upon
becoming aware that any of the foregoing representations and warranties are no
longer true.
14. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, the Adviser's General Counsel in the case of the
Adviser, and the Trust's Secretary in the case of the Portfolio, or such other
person as a party shall designate by notice to the other parties. This Agreement
constitutes the entire agreement among the parties hereto and supersedes any
prior agreement among the parties relating to the subject matter hereof. The
section headings of this Agreement are for convenience of reference and do not
constitute a part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first written above.
XXXXX XXX & XXXXXXX INCORPORATED
By: /s/Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
NORDEA INVESTMENT MANAGEMENT
NORTH AMERICA, INC.
By: /s/Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: President
By: /s/Xxxxxxx Xxxxxx
Name: X. Xxxxxx
Title: Partner
SR&F BASE TRUST on behalf of SR&F
Balanced Portfolio
By: /s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Secretary
A copy of the document establishing the Trust is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the Fund.
