Exhibit 99.23(d)(ii)
INVESTMENT SUB-ADVISORY AGREEMENT
THE RISA INVESTMENT TRUST
AGREEMENT made this __th day of _________, 1999, between RISA Investment
Advisers, LLC (the "Adviser") and African Harvest Asset Managers (Proprietary)
Limited (the "Sub-Adviser").
WHEREAS, THE RISA INVESTMENT TRUST, a Delaware business trust (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 dated ______________,
1999 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser
will act as investment adviser to The RISA Fund (the "Portfolio"), which is a
series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board securities and other assets of the Portfolio of the
entrusted to it hereunder (the "Assets"), including the purchase,
retention and disposition of the Assets, in accordance with the
Portfolio's investment objectives, policies and restrictions as stated in
the Portfolio's prospectus and statement of additional information, as
currently in effect and as amended or supplemented from time to time
(referred to collectively as the "Prospectus"), and subject to the
following:
(a) The Sub-Adviser shall, in consultation with and subject to the
direction of the Adviser, determine from time to time what Assets
will be purchased retained or sold by the Portfolio, and what
portion of the Asset invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and with
the written instructions and directions of the Adviser and of the
Board of Trustees of the Trust (provided, however, that the
Sub-Adviser shall not be obliged to do or omit to do anything, in
compliance with such written instructions, that would constitute a
breach of any applicable South African statute, rule or regulation)
and will conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended from time
to time.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold
by the Portfolio as provided in subparagraph (a) 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 Portfolio's
Registration Statement (as defined herein) and Prospectus or as the
Board of Trustees or the Adviser may direct from time to time, in
conformity with federal securities laws. In executing Portfolio
transactions and selecting brokers or dealers, the Sub-Adviser will
use its best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall consider all
factors that it deems relevant, including the breadth of the market
in the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best
overall terms available, and in selecting the broker-dealer to
execute a particular transaction, the Sub-Advisor may also consider
the brokerage and research services provided (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934).
Consistent with any guidelines established by the Board of Trustees
of the Trust, the Sub-Adviser is authorized to pay to a broker or
dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio
which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but
only if, the Sub-Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer - viewed in
terms of that particular transaction or terms of the overall
responsibilities of the Sub-Adviser to the Portfolio. In addition,
the Sub-Adviser is authorized to allocate purchase and sale orders
for securities to brokers or dealers (including brokers and dealers
that are affiliated with the Adviser, Sub-Adviser or the Trust's
principal underwriter) to take into account the sale of shares of
the Trust if the Sub-Adviser believes that the quality of the
transaction and the commission are comparable to what they would be
with other qualified firms. In no instance, however, will the
Portfolio's Assets be purchased from or sold to the Adviser,
Sub-Adviser, the Trust's principal underwriter, or any affiliated
person of either the Trust, Adviser, the Sub-Adviser or the
principal underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and Exchange
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Commission ("SEC") and the 1940 Act. It is understood that the
Sub-Adviser may, to the extent permitted by applicable U.S. laws and
regulations, aggregate securities to be sold or purchased for the
Portfolio and for other clients in order to obtain the most
favorable price and efficient execution. In that event, allocation
of the securities purchased or sold, as well as 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
obligations to the Portfolio and to its other clients. The
Sub-Adviser will promptly communicate to the officers and trustees
of the Trust such information relating to transactions for the
Portfolio as they may reasonable request. With respect to securities
transactions entered into in countries other than the United States,
the Sub-Adviser shall enter into securities transactions only in
those jurisdictions in which the Trust's custodian, or a
sub-custodian appointed by the Trust, may hold the Assets.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under
the 1940 Act. The Sub-Adviser shall provide to the Adviser or the
Board of Trustees such periodic and special reports, balance sheets
or financial information, and such other information with regard to
its affairs as the Adviser or Board of Trustees may reasonably
request.
The Sub-Adviser shall keep the books and records relating to the
Assets required to be maintained by the Sub-Adviser under 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 Portfolio
required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall
also furnish to the Adviser any other information relating to the
Assets that is required to be filed by the Adviser or the Trust with
the SEC or sent to shareholders under the 1940 Act (including the
rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees
that all records that it maintains on behalf of the Portfolio are
property of the Portfolio and the Sub-Adviser will surrender
promptly to the Portfolio any of such records upon the Portfolio's
request; provided, however, that the Sub-Adviser may retain a copy
of such records. In addition, for the duration of this Agreement,
the Sub-Adviser shall 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 this Agreement, and shall transfer said
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records to any successor sub-adviser upon the termination of this
Agreement (or, if there is no successor sub-adviser, to the
Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions
concerning the Portfolio's Assets and shall provide the Adviser with
such information upon request of the Adviser.
(f) 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.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to
fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the
custodian and other parties providing services to the Portfolio to
promptly forward misdirected proxies to the Sub-Adviser. 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.
(i) The Sub-Adviser shall promptly notify the Adviser if the Sub-Adviser
determines that an instruction received from the Adviser or the
Board of Trustees would, if carried out, result in the Sub-Adviser
committing a violation of a South African statute, rule or
regulation.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection
with its management of the Assets, nothing herein shall be construed to
relieve the Sub-Adviser of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectus, the instructions
and directions of the Board of Trustees of the Trust, the requirements of
the 1940 Act, the Internal Revenue Code of 1986, and all other applicable
federal and state laws and regulations, as each is amended from time to
time.
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3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the State of Delaware (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) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISER. 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
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will be
calculated based on the average daily market value of the Assets under the
Sub-Adviser's management and will be paid to the Sub-Adviser monthly. The
Sub-Adviser will waive its fee to the same extent as the Adviser, provided
that the Sub-Adviser's annual fee shall not be less than 0.20% of the
value of the Portfolio's average daily net assets.
5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related expenses)
howsoever arising from or in connection with the performance of the
Sub-Adviser's obligations under this Agreement; provided, however, that
the Sub-Adviser's obligation under this Section 5 shall be reduced to the
extent that the claim against, or the loss, liability or damage
experienced by the Adviser, is caused by or is otherwise directly related
to the Adviser's own willful misfeasance, bad faith or negligence, or to
the reckless disregard of its duties under this agreement.
6. DURATION AND TERMINATION. This Agreement shall become effective on the
date first written above and shall continue in effect for a period of two
years from such date, and thereafter only if such continuance is
specifically approved at least annually by the Trustees in conformance
with the 1940 Act; provided, however, that this Agreement may be
terminated with respect to the Portfolio (a) by the Portfolio 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 the Portfolio, (b) by the Adviser at any time,
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without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser
at any time, without the payment of any penalty, on 90 days' written
notice to the Adviser. This Agreement shall terminate automatically and
immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Trust. 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 SEC under the 1940 Act.
7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the State of Delaware, without regard to conflict of law principles;
provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
8. SEVERABILITY. 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.
9. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified or overnight mail, postage prepaid addressed by the party giving
notice to the other party at the last address furnished by the other
party:
To the Adviser at RISA Investment Advisers, LLC
The Xxxxx Tower Building
000 Xxxxx 00xx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: O. Xxx Xxxxx
To the Sub-Adviser at: African Harvest Asset Managers
(Proprietary) Limited
African Xxxxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx
#0 Xxxxxxxxxx Xxxx
Xxxxxxxx, 0000 Xxxxx Xxxxxx
Attention: Xxxx Xxxxxxx
10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
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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.
Where 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
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
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.
RISA Investment Advisers, LLC African Harvest Asset Managers
(Proprietary) Limited
By: By:
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Name: O. Xxx Xxxxx Name: Xxxx Xxxxxxx
Title: Managing Director Title: Chief Operating Officer
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
RISA INVESTMENT ADVISERS, LLC
AND
AFRICAN HARVEST ASSET MANAGERS (PROPRIETARY) LIMITED
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
0.55% of the average daily net assets of the RISA Fund
