EXHIBIT 99(d)(ii)
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (the "Agreement") made this 31st day of August,
2001, by and between XXXXXXXXX GLOBAL INVESTORS (NORTH AMERICA) INC. (the
"Adviser") and XXXXXXXXX INVESTMENT MANAGEMENT LTD. (the "Subadviser"), which
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one
instrument.
WHEREAS, the Adviser wishes to enter into a contract with the Subadviser to
render the Adviser the following services:
Provide research, analysis, advice and recommendations with respect to the
purchase and sale of securities, and make investment commitments regarding
assets of separate series of the Xxxxxxxxx Global Funds (the "Trust") subject to
oversight by the Board of Trustees of the Trust and the supervision of the
Adviser. The Trust currently offers shares of five portfolios designated as the
Xxxxxxxxx European Focus Fund, the Xxxxxxxxx International Developing Companies
Fund, the Xxxxxxxxx Global Technology Fund, the Xxxxxxxxx Worldwide Growth Fund
and the Xxxxxxxxx International Opportunities Fund, herein referred to as the
"Existing Portfolios, and together with such other portfolios which may be
established later and served by the Adviser and Subadviser hereunder are
referred to herein as a "Portfolio."
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:
1. COMPENSATION. As compensation for the services enumerated herein, the
Adviser will pay the Subadviser a fee, which shall be calculated monthly and
payable monthly, as set forth in Schedule A hereto.
In the event that the Trust establishes one or more portfolios other than
the Existing Portfolios with respect to which the Adviser wishes to engage the
Subadviser to render services enumerated herein, it shall notify the Subadviser
in writing. If the Subadviser is willing to render such services and agrees upon
the subadvisory fee rates to be payable by the Adviser, the Subadviser shall
notify the Adviser in writing, whereupon such portfolio or portfolios shall
become a Portfolio or Portfolios hereunder.
If this Agreement shall become effective subsequent to the first day of a
month, or shall terminate before the last day of a month, the Subadviser's
compensation for such fraction of the month shall be determined by applying the
foregoing percentages to the average daily net asset value of the Portfolio
during such fraction of a month and in the proportion that such fraction of a
month bears to the entire month.
2. EFFECTIVE DATE; AUTHORITY OF ADVISER. This Agreement shall become
effective as of the date first above written. The Adviser will promptly advise
the Subadviser as to the giving of such approval. The Adviser represents that it
is the investment Adviser of the Portfolio, with the authority as such to enter
into this Agreement.
1
3. TERM; TERMINATION. This Agreement shall become effective with respect to
the Existing Portfolios on the date hereof and shall remain in full force until
August 30, 2003 unless sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter with respect to any
Portfolio to which the Agreement shall have become applicable, but only so long
as such continuance is specifically approved for such Portfolio at least
annually in the manner required by the 1940 Act and the rules and regulations
thereunder; provided, however, that if the continuation of this Agreement is not
approved for a Portfolio, the Subadviser may continue to serve in such capacity
for such Portfolio in the manner and to the extent permitted by 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 or Subadviser on sixty (60) days written notice to the
other party.
This Agreement may also be terminated with respect to any Portfolio at any
time, without the payment of any penalty, by the Board of Trustees or by vote of
a majority of the outstanding voting securities of such Portfolio.
This Agreement shall automatically terminate in the event of its assignment
or (upon notice thereof to the Subadviser) the assignment of the Investment
Advisory Agreement, unless its continuation thereafter is approved by the Board
of Trustees of the Trust and the shareholders of the Portfolios as required by
the Act.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the 1940 Act and the rules and
regulations thereunder.
4. SERVICES. Subject to the supervision of the Board of Trustees of the
Trust and the Adviser, the Subadviser will provide an investment program for
each Portfolio, including investment research and management with respect to
securities and investments, including cash and cash equivalents in the
Portfolio, and will determine from time to time what securities and other
investments will be purchased, retained or sold by the Portfolio. The Subadviser
will provide the services under this Agreement in accordance with the
Portfolio's investment objective policies and restrictions as stated in the
Prospectus (as used herein this term includes the related Statement of
Additional Information). The Subadviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will, in addition, conduct its
activities under this Agreement in accordance with regulations of any other
Federal or State agencies which now have or in the future will have
jurisdiction over its activities;
(b) will pay expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities and other
investments (including brokerage commissions and other transaction changes,
if any) purchased for the Portfolio, provided that the Subadviser will not
pay for or provide a credit with respect to any research provided to it in
accordance with Section 4(c);
(c) will place orders pursuant to its investment determinations for
the Portfolio either directly with any broker or dealer, or with the
issuer. In placing orders with brokers or dealers, the Subadviser will
attempt to obtain the best overall price and the most
2
favorable execution of its orders, except as provided below. Consistent
with this obligation, when the execution and price offered by two or more
brokers or dealers are comparable, the Subadviser has been advised by the
Adviser that the Trust has authorized the Adviser to authorize the
Subadviser, in its discretion, to purchase and sell securities to and from
brokers and dealers who promote the sale of Trust shares and the Adviser
hereby so authorizes the Subadviser. In no instance will securities be
purchased from or sold to the Subadviser or any affiliated person of the
Subadviser as principal. Notwithstanding the foregoing sentence, the
Subadviser may arrange for the execution of brokered transactions through
an affiliated broker dealer in conformity with policies and procedures for
such purpose if, when, and as established by the Trustees of the Trust.
Subject to policies established by the Board of Trustees of the Trust and
communicated to the Subadviser, it is understood that the Subadviser will
not be deemed to have acted unlawfully, or to have breached a fiduciary
duty to the Trust or in respect of the Portfolio, or be in breach of any
obligation owing to the Adviser or the Trust or in respect of the Portfolio
under this Agreement, or otherwise, solely by reason of its having caused
the Portfolio to pay a member of a securities exchange, a broker or a
dealer a commission for effecting a securities transaction for the
Portfolio in excess of the amount of commission another member of an
exchange, broker or dealer would have charged if the Subadviser determines
in good faith that the commission paid was reasonable in relation to the
brokerage or research services provided by such member, broker or dealer,
viewed in terms of that particular transaction or the Subadviser's overall
responsibilities with respect to the accounts, including the Portfolio, as
to which it exercises investment discretion;
(d) will review the daily valuation of securities owned by the
Portfolio as obtained on a daily basis by the Portfolio's administrator and
furnished by it to Subadviser, and will promptly notify the Trust and the
Adviser if the Subadviser believes that any such valuations may not
properly reflect the market value of any securities owned by the Portfolio,
provided, however, that the Subadviser is not required by this
sub-paragraph to obtain valuations of any such securities from brokers or
dealers or otherwise, or to otherwise independently verify valuations of
any such securities;
(e) will attend regular business and investment-related meetings with
the Trust's Board of Trustees and the Adviser if requested to do so by the
Trust and/or the Adviser;
(f) maintain books and records with respect to the securities
transactions for the Portfolio, furnish to the Adviser and the Trust's
Board of Trustees such periodic and special reports as they may request
with respect to the Portfolio, and provide in advance to the Adviser all of
the Subadviser's reports to the Trust's Board of Trustees for examination
and review within a reasonable time prior to the Trust's Board meetings.
5. Confidentiality. Subadviser agrees with respect to the services provided
to the PORTFOLIO that it:
(a) will provide investment Adviser with trade information and broker
confirms upon request; and
(b) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Portfolio and its
prior, present or potential
3
shareholders, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder (except
after prior notification to and approval in writing by the Trust, which
approval may not be withheld where Subadviser is advised by counsel that
the Subadviser may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust).
6. RECORDS. In compliance with the requirements of Rule 31a-3 under the
Act, Subadviser acknowledges that all records which it maintains for the Trust
are the property of the Trust and agrees to surrender promptly to the Trust any
of such records upon the Trust's request, provided, that Subadviser may retain
copies thereof at its own expense. Subadviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the Act the records required to be
maintained by Rule 31a-1 under the Act relating to transactions placed by
Subadviser for the Fund.
7. NONEXCLUSIVITY. It is expressly understood and agreed that the services
to be rendered by the Subadviser to the Adviser under the provisions of this
Agreement are not to be deemed to be exclusive, and the Subadviser shall be free
to provide similar or different services to others so long as its ability to
provide the services provided for in this Agreement shall not be materially
impaired thereby.
8. INFORMATION TO BE FURNISHED TO SUBADVISER. The Adviser agrees that it
will furnish currently to the Subadviser all information with reference to the
Portfolio and the Trust that is reasonably necessary to permit the Subadviser to
carry out its responsibilities under this Agreement, and the parties agree that
they will from time to time consult and make appropriate arrangements as to
specific information that is required under this paragraph and the frequency and
manner with which it shall be supplied. Without limiting the generality of the
foregoing, Adviser will furnish to Subadviser procedures consistent with the
Trust's contract with the Portfolio's custodian from time to time (the
"Custodian"), and reasonably satisfactory to Subadviser, for consummation of
portfolio transactions for the Portfolio by payment to or delivery by the
Custodian of all cash and/or securities or other investments due to or from the
Portfolio, and Subadviser shall not have possession or custody thereof or any
responsibility or liability with respect to such custody. Upon giving proper
instructions to the Custodian, Subadviser shall have no responsibility or
liability with respect to custodial arrangements or the acts, omissions or other
conduct of the Custodian.
9. Limitation of Liability of Subadviser. The Subadviser and its directors,
officers, stockholders, employees and agents shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Adviser or the
Trust in connection with any matters to which this Agreement relates or for any
other act or omission in the performance by the Subadviser of its duties under
this agreement except that nothing herein contained shall be construed to
protect the Subadviser against any liability by reason of the Subadviser's
willful misfeasance, bad faith, or gross negligence in the performance of its
duties or by reckless disregard of its obligations or duties under this
Agreement.
10. SEVERABILITY; APPLICABLE LAW. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of the Agreement shall
4
not be affected thereby. Except to the extent governed by federal law including
the Act, this Agreement shall be governed by, and construed in accordance with,
the laws of the State of Illinois, without applying the principles of conflicts
of law thereunder.
11. AMENDMENT. As to each Portfolio of the Trust, this Agreement may be
amended only by an instrument in writing signed by the party against which
enforcement of the amendment is sought. An amendment of this Agreement affecting
a Portfolio hereunder shall not be effective until approved by (i) vote of the
holders of a majority of the outstanding voting securities of the Portfolio; and
(ii) a majority of those Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of any party to
this Agreement, cast in person at a meeting called for the purpose of voting on
such approval.
12. NOTICE. Any notice to be given hereunder may be given by personal
notification or by facsimile transmission, to the party specified at the address
stated below:
To the Adviser at: Xxxxx Xxxxxx
000 X. Xxxxxxxx Xxx.
Xxxxx 0000
Xxxxxxx, XX 00000
To the Subadviser at: Xxxxxx Xxxxx
0 Xxxxxxxxx
Xxxxxx XX0X 0XX
To the Portfolio or the Trust at: Xxxxx Xxxxxx
000 X. Xxxxxxxx Xxx.
Xxxxx 0000
Xxxxxxx, XX 00000
or addressed as such party may from time to time designate by notice to other
parties in accordance herewith.
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: XXXXXXXXX GLOBAL INVESTORS
(NORTH AMERICA) INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
-----------------------
/s/ Xxxxx Xxxxxx
ATTEST: XXXXXXXXX INVESTMENT
MANAGEMENT LTD.
_____________________________________ By: /s/ Xxxx Xxxxx
-----------------------
6
SCHEDULE A SUMMARY
XXXXXXXXX EUROPEAN FOCUS FUND
Adviser will pay to Subadviser an annual fee equal to 0.90% of the
daily net assets of the Fund.
XXXXXXXXX INTERNATIONAL DEVELOPING COMPANIES FUND
Adviser will pay to Subadviser an annual fee equal to 1.10% of the
daily net assets of the Fund.
XXXXXXXXX GLOBAL TECHNOLOGY FUND
Adviser will pay to Subadviser an annual fee equal to 1.10% of the
daily net assets of the Fund.
XXXXXXXXX WORLDWIDE GROWTH FUND
Adviser will pay to Subadviser an annual fee equal to 0.90% of the
daily net assets of the Fund.
XXXXXXXXX INTERNATIONAL OPPORTUNITIES FUND
Adviser will pay to Subadviser an annual fee equal to 1.00% of the
daily net assets of the Fund.
