INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
X. X. XXXXXX INVESTMENT MANAGEMENT INC.
AND
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, L.P.
INVESTMENT SUBADVISORY AGREEMENT, effective as of the 14th day of October, 2005,
between X.X. Xxxxxx Investment Management Inc. (the "Adviser"), a corporation
organized and existing under the laws of the State of Delaware, and XXXXXXX
XXXXXX INVESTMENT MANAGEMENT, L.P. ("Subadviser"), a partnership organized and
existing under the laws of the State of Delaware.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as
of the 21 day of January, 2003 ("Advisory Agreement") with X.X. Xxxxxx Xxxxxxx
Series Trust, a Massachusetts business trust (the "Trust"), which is engaged in
business as an open-end management investment company registered under the
Investment Company Act of 1940, as amended, ("1940 Act"); and
WHEREAS, the Trust is and will continue to be a series fund having two or more
investment portfolios, each with its own assets, investment objectives, policies
and restrictions (each a "Fund"); and
WHEREAS, the Subadviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, ("Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to assist it in the
provision of a continuous investment program for that portion of the assets of
the Fund listed on Appendix A which the Adviser may from time to time assign to
the Subadviser (the
"Subadviser Assets") and the Subadviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby retains the Subadviser to act as investment
adviser for and to manage the Subadviser Assets for the period and on the terms
set forth in this Agreement. The Subadviser accepts such employment and agrees
to render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUBADVISER
A. INVESTMENT SUBADVISORY SERVICES. Subject to the supervision of the
Trust's Board of Trustees (the "Board") and the Adviser, the Subadviser
shall manage the investments of the Subadviser Assets in accordance with
the Fund's investment objective, policies, and restrictions as provided
in the Trust's Prospectus and Statement of Additional Information, as
currently in effect and as amended or supplemented from time to time
(hereinafter referred to as the "Prospectus"), and in compliance with
the requirements applicable to registered investment companies under
applicable laws and those requirements applicable to regulated
investment companies under Subchapter M of the Internal Revenue Code of
1986, as amended ("Code") and such other limitations as the Adviser may
institute. The Subadviser shall (a) make investment decisions for the
Subadviser Assets; (b) place purchase and sale orders for portfolio
transactions for the Subadviser Assets; and (c) employ professional
portfolio managers and securities analysts to provide research services
to the Subadviser Assets. In providing these services, the Sub-Adviser
will conduct a continual program of investment, evaluation and, if
appropriate, sale and reinvestment of the Subadviser Assets.
B. SUBADVISER UNDERTAKINGS. In all matters relating to the performance
of this
Agreement,
the Subadviser shall act in conformity with the Trust's Articles of
Incorporation, By-Laws, and Prospectus and with the written instructions
and directions of the Board and the Adviser. The Subadviser hereby
agrees to:
(i) regularly report to the Board and the Adviser (in such
form and frequency as the Adviser and Subadviser
mutually agree) with respect to the implementation of
the investment Program, compliance of the Subadviser
Assets with the Prospectus, the 1940 Act and the Code,
and on other topics as may reasonably be requested by
the Board or the Adviser, including attendance at Board
meetings, as reasonably requested, to present such
reports to the Board;
comply with valuation procedures adopted by Board,
including any amendments thereto, and consult with the
Trust's pricing agent regarding the valuation of
securities that are not registered for public sale, not
traded on any securities markets, or otherwise may
require fair valuation;
provide, subject to any obligations or undertakings
reasonably necessary to maintain the confidentiality of
the Subadviser's non-public information, any and all
information, records and supporting documentation about
the composite of accounts and the funds the Subadviser
manages that have investment objectives, policies, and
strategies substantially similar to those employed by
the Subadviser in managing the Subadviser Assets which
may be reasonably necessary, under applicable laws, to
allow the Trust or its agent to present historical
performance information concerning the Subadviser's
similarly managed accounts and funds, for inclusion in
the Trust's Prospectus and any other reports and
materials prepared by the Trust or its agent, in
accordance with regulatory requirements or as requested
by applicable federal or state regulatory authorities.
C. EXPENSES. The Subadviser will bear all of its expenses in connection
with the performance of its services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be borne by
the Trust, except to the extent specifically assumed by the Subadviser.
The expenses to be borne by the Trust include, without limitation, the
following: organizational costs, taxes, interest, brokerage fees and
commissions, Trustees' fees, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of maintaining
existence, costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing stockholders, costs
of stockholders' reports and meetings, and any extraordinary expenses.
D. BROKERAGE. The Subadviser will select brokers and dealers to effect
all orders for the purchase and sale of Subadviser Assets. In selecting
brokers or dealers to execute transactions on behalf of the Subadviser
Assets of the Fund, the Subadviser will seek the best overall terms
available. In assessing the best overall terms available for any
transaction, the Subadviser will consider factors it deems relevant,
including, without limitation, 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, for the specific transaction and on a continuing
basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, the
Subadviser is authorized to consider the brokerage and research services
(within the meaning of Section 28(e) of the Securities
Exchange Act of 1934, as amended) provided to the Fund and/or other
accounts over which the Subadviser exercises investment discretion.
Except as permitted by Rule 17a-10 under the 1940 Act, Subadviser will
not engage in principal transactions with respect to the Subadviser
Assets with any affiliate of the Adviser or of any other subadviser to
the Fund, and will engage in agency transactions with respect to the
Subadviser Assets with such affiliates only in accordance with all
applicable rules and regulations. Subadviser will provide a list of its
affiliates to Adviser, as such may be amended from time to time. Adviser
will provide to Subadviser a list of affiliated brokers and dealers of
the Adviser and of each other subadviser to the Fund.
E. AGGREGATION OF ORDERS. On occasions when the Subadviser deems the
purchase or sale of a security to be in the best interest of the
Subadviser Assets as well as other clients of the Subadviser, the
Subadviser may to the extent permitted by applicable laws and
regulations, but shall be under no obligation to, aggregate the orders
for securities to be purchased or sold. 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 Subadviser in the manner the Subadviser
considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to its other clients. The Adviser recognizes
that, in some cases, the Subadviser's allocation procedure may limit the
size of the position that may be acquired or sold for the Subadviser
Assets.
F. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Subadviser hereby agrees that all records which
it maintains for the Subadviser Assets of the Fund are the property of
the Trust and further agrees to surrender promptly to the Trust copies
of any of such records upon the Fund's or the Adviser's request,
provided, however, that Subadviser may retain copies of any records to
the extent
required for it to comply with applicable laws. The Subadviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records relating to its activities hereunder required to be
maintained by Rule 31a-1 under the 1940 Act and to preserve the records
relating to its activities hereunder required by Rule 204-2 under the
Advisers Act for the period specified in said Rule. Notwithstanding the
foregoing, Subadviser has no responsibility for the maintenance of the
records of the Fund, except for those related to the Subadviser Assets.
G. SUBADVISER COMPLIANCE RESPONSIBILITIES. The Subadviser and the
Adviser acknowledge that the Subadviser is not the compliance agent for
the Fund, and does not have access to all of the Trust's books and
records necessary to perform certain compliance testing. However, to the
extent that the Subadviser has agreed to perform the services specified
in this Agreement, the Subadviser shall perform compliance testing with
respect to the Subadviser Assets based upon information in its
possession and upon information and written instructions received from
the Adviser or the Trust's Administrator and shall not be held in breach
of this Agreement so long as it performs in accordance with such
information and instructions. Specifically, the Subadviser shall not be
responsible for the Fund being in violation of any applicable law or
regulation or investment policy or restriction applicable to the Fund as
a whole or for the Fund's failure to qualify as a regulated investment
company under the Code if the securities and other holdings of the
Subadviser Assets would not be in such violation or failing to so
qualify if the Subadviser Assets were deemed a separate series of the
Trust or a separate regulated investment company under the Code. The
Adviser or Trust's Administrator shall promptly provide the Subadviser
with copies of the Trust's Declaration of Trust, By-Laws, current
Prospectus and any written policies or procedures adopted by the Board
applicable to the Subadviser Assets and any amendments or revisions
thereto. Subadviser shall supply such reports or other
documentation as reasonably requested from time to time by the Adviser
to evidence Subadviser's compliance with such Prospectus, policies or
procedures.
H. PROXY VOTING. The Subadviser shall use its good faith judgment in a
manner which it reasonably believes best serves the interests of the
Fund's shareholders to vote or abstain from voting all proxies solicited
by or with respect to the issuers of securities in the Subadviser
Assets. The Adviser shall cause to be forwarded to Subadviser all proxy
solicitation materials that Adviser receives. Subadviser agrees that it
has adopted written proxy voting procedures that comply with the
requirements of the 1940 Act and the Investment Advisers Act of 1940.
The Sub-Adviser further agrees that it will provide the Board as the
Board may reasonably request, with a written report of the proxies voted
during the most recent 12-month period or such other period as the Board
may designate, in a format that shall comply with the 1940 Act. Upon
reasonable request, Subadviser shall provide the Advisor with all proxy
voting records relating to the Subadviser Assets, including but not
limited to those required by Form NPX. Subadviser will also provide an
annual certification, in a form reasonably acceptable to Adviser,
attesting to the accuracy and completeness of such proxy voting records.
I. USE OF NAMES. The Subadviser shall not use the name, logo, insignia,
or other identifying xxxx of the Trust or the Adviser or any of their
affiliates or any derivative or logo or trade or service xxxx thereof,
or disclose information related to the business of the Adviser or any of
its affiliates in material relating to the Subadviser in any manner not
approved prior thereto by the Adviser; provided, however, that the
Adviser shall approve all uses of its or the Trust's name and that of
their affiliates which merely refer in accurate terms to the appointment
of the Subadviser hereunder or which are required by the SEC or a state
securities
commission; and provided, further, that in no event shall such approval
be unreasonably withheld. The Adviser shall not use the name, logo,
insignia, or other identifying xxxx of the Subadviser or any of its
affiliates in any prospectus, sales literature or other material
relating to the Trust in any manner not approved prior thereto by the
Subadviser; provided, however, that the Subadviser shall approve all
uses of its name which merely refer in accurate terms to the appointment
of the Subadviser hereunder or which are required by the SEC or a state
securities commission; and provided, further that in no event shall such
approval be unreasonably withheld.
J. OTHER SUBADVISERS. With respect to any Fund, (i) the Subadviser will
not consult with any other subadviser to that Fund (including, in the
case of an offering of securities subject to Section 10(f) of the 1940
Act, any subadviser that is a principal underwriter or an affiliated
person of a principal underwriter of such offering) concerning
transactions for that Fund in securities or other assets, except, in the
case of transactions involving securities of persons engaged in
securities-related businesses, for purposes of complying with the
conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act;
and (ii) the Subadviser will provide advice and otherwise perform
services hereunder exclusively with respect to the Subadviser Assets of
that Fund.
K. PORTFOLIO HOLDINGS. The Subadviser will not disclose, in any manner
whatsoever, any list of securities held by the Fund, except in
accordance with the Fund's portfolio holdings disclosure policy.
3. COMPENSATION OF SUBADVISER. The Adviser will pay the Subadviser, with
respect to each Fund on Appendix A attached hereto, the compensation specified
in Appendix A. Such fees will be computed daily and paid monthly, calculated at
an annual rate based on the Subadviser Assets' average daily net assets as
determined by the Trust's accounting
agent. Compensation for any partial period shall be pro-rated based on the
length of the period.
4. STANDARD OF CARE. The Subadviser shall exercise its best judgment in
rendering its services described in this Agreement. Except as may otherwise be
required by the 1940 Act or the rules thereunder or other applicable law, the
Subadviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Adviser in connection with the matters
to which this Agreement relates, except a loss resulting from Subadviser's
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties hereunder or from reckless disregard by it of its
obligations and duties under this Agreement
5. INDEMNIFICATION.
a. The Adviser agrees to indemnify and hold harmless the
Sub-Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorneys' fees and other related expenses) ("Losses"),
howsoever arising, from or in connection with this Agreement or the performance
by the Sub-Adviser of its duties hereunder; provided however that the Adviser
will not indemnify the Subadviser for Losses resulting from the Subadviser's
willful misfeasance, bad faith or gross negligence in the performance of its
duties or from the Subadviser's reckless disregard of its obligations and duties
under this Agreement
b. The Subadviser agrees to indemnify and hold harmless the
Adviser from and against any and all Losses resulting from the Subadviser's
willful misfeasance, bad faith, or gross negligence in the performance of, or
from reckless disregard of, the Subadviser's obligations and duties under this
Agreement; ; provided however that the Subadviser will not indemnify the Adviser
for Losses resulting from the Adviser's willful misfeasance, bad faith or gross
negligence in the performance of its duties or from the Adviser's reckless
disregard of its obligations and duties under this Agreement.
6. NON-EXCLUSIVITY. The services of the Subadviser to the Adviser with
respect to the
Subadviser assets are not to be deemed to be exclusive, and the Subadviser and
its affiliates shall be free to render investment advisory or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that the directors, officers, and employees of the
Subadviser are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors, trustees, or employees of any other firm or corporation,
including other investment companies. Adviser acknowledges that Subadviser or
its affiliates may give advice and take actions in the performance of its duties
to clients which differ from the advice, or the timing and nature of actions
taken, with respect to other clients' accounts (including the Subadviser assets)
or employee accounts which may invest in some of the same securities recommended
to advisory clients. In addition, advice provided by the Subadviser may differ
from advice given by its affiliates.
7. MAINTENANCE OF INSURANCE. During the term of this Agreement and for a
period of one year after the termination hereof, Subadviser will maintain
comprehensive general liability coverage and will carry a fidelity bond covering
it and each of its employees and authorized agents with limits of not less than
those considered commercially reasonable and appropriate under current industry
practices. Subadviser shall promptly notify Adviser of any termination of said
coverage.
8. CONFIDENTIALITY. Each party to this Agreement shall keep confidential
any nonpublic information concerning the other party and will not use or
disclose such information for any purpose other than the performance of its
responsibilities and duties hereunder, unless the non-disclosing party has
authorized such disclosure or if such disclosure is expressly required or
requested by applicable federal or state regulatory authorities. Nonpublic
information shall not include information a party to this Agreement can clearly
establish was (a) known to the party prior to this Agreement; (b) rightfully
acquired by the party from third parties whom the party reasonably believes are
not under an obligation of confidentiality to the other party to this Agreement;
(c) placed in public domain without fault of the party or its affiliates; or (d)
independently developed by the party without
reference or reliance upon the nonpublic information.
9. TERM OF AGREEMENT. This Agreement shall become effective as of the date
of its execution and shall continue in effect for a period of two years from the
date of execution. Thereafter, this Agreement shall continue automatically for
successive annual periods, provided such continuance is specifically approved at
least annually by (i) the Board or (ii) a vote of a "majority" (as defined in
the 0000 Xxx) of the Fund's outstanding voting securities, provided that in
either event the continuance also is approved by a majority of the Board who are
not "interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable, without penalty, on 60 days'
written notice, by the Adviser, by the Board, by vote of holders of a majority
of the Fund's shares or by the Subadviser, and will terminate five business days
after the Subadviser receives written notice of the termination of the Advisory
Agreement between the Trust and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in the 1940 Act).
10. REPRESENTATIONS OF SUBADVISER. The Subadviser represents, warrants, and
agrees as follows:
A. The Subadviser: (i) is registered as an investment adviser under the
Advisers Act 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 organization, 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; and (v) will promptly notify the Adviser of the occurrence of
any event that would disqualify the Subadviser from serving as an
investment adviser of an investment company pursuant to Section 9(a) of
the
1940 Act or otherwise.
B. The Subadviser 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. On at least an annual basis, the Subadviser will
comply with the reporting requirements of Rule 17j-1, which may include
(i) certifying to the Adviser that the Subadviser and its Access Persons
have complied with the Subadviser's Code of Ethics with respect to the
Subadviser Assets and (ii) identifying any material violations which
have occurred with respect to the Subadviser Assets. Upon the reasonable
request of the Adviser, the Subadviser shall permit the Adviser, its
employees or its agents to examine the reports required to be made by
the Subadviser pursuant to Rule 17j-1 and all other records relevant to
the Subadviser's code of ethics.
C. Subadviser has adopted and implemented written policies and
procedures, as required by Rule 206(4)-7 under the Advisers Act, which
are reasonably designed to prevent violations of federal securities laws
by the Subadviser, its employees, officers and agents. Upon reasonable
request, Subadviser shall provide the Advisor with access to the records
relating to such policies and procedures as they relate to the
Subadviser Assets. Subadviser will also provide, at the reasonable
request of the Adviser, periodic certifications, in a form reasonably
acceptable to Adviser, attesting to such written policies and
procedures.
D. The Subadviser has provided the Adviser and the Trust with a copy of
its Form ADV as most recently filed with the SEC and hereafter will
furnish a copy of its annual amendment to the Adviser. The Adviser
acknowledges receipt of the Subadviser's Form ADV more than 48 hours
prior to the execution of this Agreement.
11. PROVISION OF CERTAIN INFORMATION BY SUBADVISER. The Subadviser will
promptly notify the Adviser (1) in the event the SEC or other governmental
authority has censured the Subadviser; placed limitations upon its activities,
functions or operations; suspended or revoked its registration, if any, as an
investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions or (2) upon having a reasonable basis for
believing that the Fund has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Code. The Subadviser
further agrees to notify the Adviser promptly of any material fact known to the
Subadviser respecting or relating to the Subadviser that is not contained in the
Prospectus, and is required to be stated therein or necessary to make the
statements therein not misleading, or of any statement contained therein that
becomes untrue in any material respect. As reasonably requested by the Trust on
behalf of the Trust's officers and in accordance with the scope of Subadviser's
obligations and responsibilities contained in this Agreement, Subadviser will
provide reasonable assistance to the Trust in connection with the Trusts's
compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated
by the SEC thereunder, and Rule 38(a) - 1 of the 1940 Act. Such assistance shall
include, but not be limited to, (i) certifying periodically, upon the reasonable
request of the Trust, that it is in compliance with all applicable "federal
securities laws", as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule
206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with
third-party audits arranged by the Trust to evaluate the effectiveness of its
compliance controls; (iii) providing the Trust's chief compliance officer with
direct access to its compliance personnel; (iv) providing the Trust's chief
compliance officer with periodic reports and (v) promptly providing special
reports in the event of compliance problems. Further, Subadviser is aware that:
(i) the Chief Executive Officer (Principal Executive Officer) and Treasury/Chief
Financial Officer (Principal Financial Officer) of the Trust (collectively,
"Certifying Officers") are required to certify the Trust's periodic reports on
Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, as
amended; and (ii) the Certifying Officers must rely upon certain matters of fact
generated by Subadviser of which they do not have firsthand knowledge.
Consequently, subadviser has in place and has
observed procedures and controls that are reasonably designed to ensure the
adequacy of the services provided to the Trust under this Agreement and the
accuracy of the information prepared by it and which is included in the Form
N-CSR, and shall provide certifications to the Trust to be relied upon by the
Certifying Officers in certifying the Trust's periodic reports on Form N-CSR, in
a form satisfactory to the Trust.
12. PROVISION OF CERTAIN INFORMATION BY THE ADVISER. The Adviser will
promptly notify the Subadviser (1) in the event that the SEC has censured the
Adviser or the Trust; placed limitations upon either of their activities,
functions, or operations; suspended or revoked the Adviser's registration as an
investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions and (2) upon having a reasonable basis for
believing that the Fund has ceased to qualify or might not qualify as a
regulated investment company under Subchapter M of the Code.
13. AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by both parties.
14. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to the
conflicts of laws principles thereof, and with the 1940 Act. To the
extent that the applicable laws of the State of New York conflict with
the applicable provisions of the 1940 Act, the latter shall control.
B. CHANGE IN CONTROL. The Subadviser will notify the Adviser of any
change of control of the Subadviser, including any change of its general
partners or 25% shareholders or 25% limited partners, as applicable, in
each case prior to or
promptly after such change. In addition the Subadviser will notify the
Adviser of any changes in the key personnel who are either the portfolio
manager(s) of the Subadviser Assets or senior management of the
Subadviser as soon as practicable after such change.
C. CAPTIONS. The Captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
D. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior
agreements between the parties relating to the subject matter hereof.
E. DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, releases or orders of the SEC
validly issued pursuant to the Act. As used in this Agreement, the terms
"majority of the outstanding voting securities," "affiliated person,"
"interested person," "assignment," "broker," "investment adviser," "net
assets," "sale," "sell," and "security" shall have the same meaning as
such terms have in the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, release or order. Where the effect of a
requirement of the federal securities laws reflected in any provision of
this Agreement is made less restrictive by a rule, release, or order of
the SEC, whether of special or general application, such provision shall
be deemed to incorporate the effect of such rule, release, or order.
F. NOTICES. Any notice herein required is to be in writing and is deemed
to have been given to Subadviser or Adviser upon receipt of the same at
their respective addresses set forth below. All written notices required
or permitted to be given
under this Agreement will be delivered by personal service, by postage
mail return receipt requested or by facsimile machine or similar means
of delivery that provide evidence of receipt. All notices to Adviser
shall be sent to: X.X. Xxxxxx Investment Management Inc, 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxx.
All notices to Subadviser shall be sent to: Xxxxxxx Xxxxxx Investment
Management, L.P. 000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000 Attn:
Xxx X. Xxxxxxxxxx, President and CEO
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year
first above written.
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
Attest: By: /s/ Xxxxxx X.X. Xxxxx
---------------------
President & CEO - JPMorgan Funds
---------------------------------
(Title)
October 12, 2005
-------------------------------- ----------------
Date:
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, L.P.
Attest: By: /s/ Xxx X. Xxxxxxxxxx
---------------------
President & CEO
---------------
(Title)
--------------------------------
October 13, 2005
----------------
Date:
APPENDIX A
FEE SCHEDULE
For the services provided by Subadviser to the Subadviser Assets, pursuant to
the attached Investment Sub-Advisory Agreement, the Adviser will pay the
Subadviser a fee, computed daily and payable monthly, based on the average daily
net assets of the Subadvisory Assets at the following annual rates of the
average daily net assets of the Subadviser Assets as determined by the Trust's
accounting agent:
FUND RATE
JPMorgan Multi-Manager Small Cap Value Fund 0.55%
