INVESTMENT SUB-ADVISORY AGREEMENT
XXXXXX STREET FUNDS
AMENDED AND RESTATED AGREEMENT made as of this 31st day of March, 1999, by
and among First Hawaiian Bank, a state-chartered bank incorporated under the
laws of the State of Hawaii (the Adviser), Wellington Management Company, LLP, a
Massachusetts general partnership (the Sub-Adviser) and Xxxxxx Street Funds, a
Massachusetts business trust (the Trust).
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement with
the Trust (the Advisory Agreement), pursuant to which the Adviser serves as
investment adviser to the Xxxxxx Street Money Market Fund and the Xxxxxx Street
Treasury Market Fund (the Funds); and
WHEREAS, the Sub-Adviser has previously entered into an Investment
Sub-Advisory Agreement with the Adviser and the Trust (the Sub-Advisory
Agreement) pursuant to which the Sub-Adviser provides investment management
services to the Funds;
WHEREAS, the Adviser and the Trust each desire to continue the current
sub-advisory arrangements and to retain the Sub-Adviser to provide investment
management services to the Funds, and the Sub-Adviser is willing to render such
investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. (a) Subject to supervision by the Adviser and the Trust's Board of
Trustees, the Sub-Adviser shall manager the investment operations
of the Funds and the composition of the Funds' portfolios,
including the purchase, retention and disposition thereof, in
accordance with the Funds' investment objectives, policies and
restrictions as stated in the Funds' Prospectuses (such
Prospectuses and the Statement of Additional Information, as
currently in effect and as amended or supplemented from time to
time, being herein called the Prospectuses), and subject to the
following:
(1) The Sub-Adviser shall provide supervision of the Funds'
investments and determine from time to time what investments
and securities will be purchased, retained or sold by the
Funds, and what portion of the costs will be invested or
held uninvested in cash.
(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Agreement and Declaration of Trust and the
Prospectuses and with the instructions and directions of the
Adviser and of the Board of Trustees of the Trust and will
conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, as amended, and all other
applicable federal and state laws and regulations, as each
is amended from time to time.
(3) The Sub-Adviser shall determine the securities to be
purchased or sold by the Funds and will place orders with or
through such persons, brokers or dealers to carry out the
policy with respect to brokerage set forth in the Funds'
Registration Statement (as defined herein) and Prospectuses
or as the Board of Trustees or the Adviser may direct from
time to time, in conformity with federal securities laws.
In providing the Funds with investment supervision, the
Sub-Adviser will give primary consideration to securing the
most favorable price and efficient execution. Within the
framework of this policy, the Sub-Adviser may consider the
financial responsibility, research and investment
information and other services provided by brokers or
dealers who may effect or be a party to any such transaction
or other transactions to which the Sub-Adviser's other
clients may be a party. It is understood that it is
desirable for the Funds that the Sub-Adviser have access to
supplemental investment and market research and security and
economic analysis provided by brokers who may execute
brokerage transactions at higher cost to the Funds than may
result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient
execution. Therefore, the Sub-Adviser is authorized to
place orders for the purchase and sale of securities for the
Funds with such brokers, subject to review by the Trust's
Board of Trustees from time to time with respect to the
extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to
the Sub-Adviser in connection with the Sub-Adviser's
services to other clients.
On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Funds as
well as other clients of the Sub-Adviser, the Sub-Adviser,
to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the
securities to be so purchased or sold in order to obtain the
most favorable price or lower brokerage
commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well
as the expenses incurred in the transaction, will be made by
the Sub-Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligation to
the Fund and to such other clients.
(4) The Sub-Adviser shall maintain all books and records with
respect to the Funds' portfolio transactions required by
subparagraphs (b)(5), (6), (7), (9), (10) and (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act and shall
render to the Trust's Board of Trustees such periodic and
special reports as the Trust's Board of Trustees may
reasonably request.
(5) The Sub-Adviser shall provide the Funds' Custodian on each
business day with information relating to all transactions
concerning the Fund's assets and shall provide the Adviser
with such information upon request of the Adviser.
(6) The investment management services provided by the
Sub-Adviser under this Agreement are not to be deemed
exclusive and the Sub-Adviser shall be free to render
similar services to others, as long as such services do not
impair the services rendered to the Adviser or the Trust.
(b) Services to be furnished by the Sub-Adviser under this Agreement
may be furnished through the medium of any of the Sub-Adviser's
partners, officers or employees.
(c) The Sub-Adviser shall keep the Funds' books and records required
to be maintained by the Sub-Adviser pursuant to paragraph 1(a) of
this Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this
Agreement needed by the Adviser to keep the other books and
records of the Funds required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser agrees that all records that it maintains on
behalf of the Funds are property of the Funds and the Sub-Adviser
will surrender promptly to the Funds any of such records upon the
Funds' request; provided, however, that the Sub-Adviser may
retain a copy of such records. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940
Act any such records as are required to be maintained by it
pursuant to paragraph 1(a) of this Agreement.
2. The Adviser shall continue to have responsibility for all services to be
provided to the Funds pursuant to the Advisory Agreement and shall oversee
and review the Sub-Adviser's performance of its duties under this
Agreement.
3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as in effect on the date of
this Agreement and as amended from time to time, herein called
the Declaration of Trust);
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of
this Agreement and as amended from time to time, are herein
called the By-Laws);
(c) Certified resolutions of the Trust's Board of Trustees
authorizing the appointment of the Adviser and the Sub-Adviser
with respect to the Fund, and approving the form of this
Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended, on Form N-1A (the Registration Statement),
as filed with the Securities and Exchange Commission (the
Commission) relating to the Funds and shares of the Funds'
beneficial shares, and all amendments thereto;
(e) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission, and all amendments
thereto; and
(f) Prospectuses of the Funds.
4. For the services to be provided by the Sub-Adviser pursuant to this
Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation therefore a sub-advisory fee at
an annual rate of 0.075% on the first $500 million of the Funds'
aggregate average daily net assets and 0.020% on such Funds' aggregate
average daily net assets in excess of $500 million. These fees will
be computed daily and paid to the Sub-Adviser monthly.
5. The Sub-Adviser shall not be liable for any error of judgment or for
any loss suffered by the Funds or the Adviser in connection with
performance of its obligations under this Agreement, except a loss
resulting from a breach of
fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the
period and the amount set forth in Section 36(b)(3) of the 1940 Act),
or a loss resulting from willful misfeasance, bad faith or gross
negligence on the Sub-Adviser's part in the performance of its duties
or from reckless disregard of its obligations and duties under this
Agreement, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby.
6. This Agreement shall continue in effect for a period of more than two
years from the date of execution only so long as continuance is
specifically approved at least annually in conformance with the 1940
Act; provided, however, that this Agreement may be terminated (a) by
the Funds at any time, without the payment of any penalty, by the vote
of a majority of Trustees of the Trust or by the vote of a majority of
the outstanding voting securities of such Fund, (b) by the Adviser at
any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the other parties, or
(c) by the Sub-Adviser at any time, without the payment of any
penalty, on 90 days' written notice to the other parties. This
Agreement shall terminate automatically and immediately in the event
of its assignment. As used in this Section 6, the terms "assignment"
and "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 exceptions as may be
granted by the Commission under the 1940 Act.
7. Nothing in this Agreement shall limit or restrict the right of any of
the Sub-Adviser's partners, officers, or employees to engage in any
other business or to devote his or her time and attention in part to
the management or other aspects of any business, whether of a similar
or dissimilar nature, nor limit or restrict the Sub-Adviser's right to
engage in any other business or to render services of any kind to any
other corporation, firm, individual or association.
8. During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to stockholders, sales literature or other
materials prepared for distribution to stockholders of the Funds, the
Trust or the public that refer to the Sub-Adviser or its clients in
any way prior to use thereof and not to use material if the
Sub-Adviser reasonably objects in writing within five business days
(or such other period as may be mutually agreed) after receipt
thereof. The Sub-Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the
Sub-Adviser, its services and its clients. The Adviser agrees to use
its reasonable best efforts to ensure that materials prepared by its
employees or agents or its affiliates that refer to the Sub-Adviser or
its clients in any way are consistent with those materials previously
approved by the Sub-Adviser as referenced in the first
sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the charge, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be
effective until approved by the vote of the majority of the
outstanding voting securities of the Funds.
10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
11. This Agreement embodies the entire agreement and understanding among
the parties hereto, and supersedes all prior agreements and
understandings relating to this Agreement's subject matter. This
Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
12. Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors.
13. Any notice, advice or report to be given pursuant to this Agreement
shall be delivered or mailed:
To the Adviser at:
First Hawaiian Bank
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Legal Department
To the Trust or the Fund at:
Xxxxxx Street Funds
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: General Counsel
14. Whether the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order
of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order.
15. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of
the Trustees of the Trust as Trustees, and that the obligations of
this instrument are not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the day and year first written above.
FIRST HAWAIIAN BANK WELLINGTON MANAGEMENT
COMPANY, LLP
By: /s/ Xxxxxx X. Xxx
-------------------------------------- By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Title: Executive Vice President
------------------------------------ Title: Chairman
-----------------------------
XXXXXX STREET FUNDS
By: /s/ Xxxxxx X. X'Xxxxxxx
------------------------------------------
Title: Vice President and Assistant Secretary
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