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EXHIBIT 99(d.22)
THE XXXXXX & RYGEL INVESTMENT GROUP
SUB-ADVISORY AGREEMENT BY AND BETWEEN
XXXXXX & RYGEL AND XXXXXXX-XXXXXX, LLC
This Sub-advisory Agreement is made as of June 16, 1999, by and
between Xxxxxx & Rygel, a California corporation (the "Adviser"), and
Xxxxxxx-Xxxxxx, LLC, a limited liability company organized under the laws of
Delaware (the "Sub-adviser").
WHEREAS, the Adviser has by separate contract agreed to serve as the
investment adviser to the Xxxxxx & Rygel European Aggressive Growth Fund (the
"Fund"), an investment portfolio of The Xxxxxx & Rygel Investment Group (the
"Trust"), which is a Massachusetts business trust registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company consisting of one or more investment series of
shares, each having its own assets and investment policies;
WHEREAS, the Adviser's contract with the Trust allows it to delegate
certain investment advisory services for the Trust with respect to each of the
Funds to other parties; and
WHEREAS, the Adviser desires to retain the Sub-adviser to perform
certain investment advisory services for the Trust with respect to the Fund, and
the Sub-adviser is willing to perform such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST.
(a) Investment Program. Subject to the control and
supervision of the Board of Trustees of the Trust (the "Board") and
the Adviser, the Sub-adviser will, at its expense, continuously
furnish to the Fund an investment program for such portion, if any, of
Fund assets that is allocated to it by the Adviser from time to time.
With respect to such assets, the Sub-adviser will make investment
decisions and will place all orders for the purchase and sale of
portfolio securities. In the performance of its duties, the
Sub-adviser will act in the best interests of the Fund and will comply
with (i) applicable laws and regulations, including, but not limited
to, the 1940 Act, (ii) the terms of this Agreement, (iii) the
investment objective, policies, and restrictions of the Fund as stated
in the then-current Registration Statement of the Trust, and (iv) such
other guidelines as the Trustees or Adviser may establish. The Adviser
shall be responsible for providing the Sub-adviser with current copies
of the materials specified in Subsections (a)(iii) and (iv) of this
Section 1. At such times as may be reasonably requested by the Board
or the Adviser, the Sub-adviser will provide them with economic and
investment analysis and reports, and make available to the Board any
economical, statistical, or investment services, normally available to
similar investment company clients of the Sub-adviser.
(b) Availability of Personnel. The Sub-adviser, at its
expense, will make available to the Trustees and the Adviser at
reasonable times its portfolio managers and other appropriate
personnel in order to review investment policies of the Fund and to
consult with the Trustees and the Adviser regarding the investment
affairs of the Fund, including economic, statistical, and investment
matters relevant to the Sub-adviser's duties hereunder, and will
provide periodic reports to the Trustees and the Adviser relating to
the portfolio strategies it employs.
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(c) Salaries and Facilities. The Sub-adviser, at its
expense, will pay for all salaries of personnel and facilities
required for it to execute its duties under this Agreement.
(d) Compliance Reports. The Sub-adviser, at its
expense, will provide the Adviser with reasonable compliance reports
relating to its duties under this Agreement as may be agreed to upon
by such parties from time to time.
(e) Valuation. The Sub-adviser, at its expense, will
provide the Trust's custodian with market price information relating
to the assets of the Fund at such times as the parties hereto may
agree upon from time to time.
(f) Executing Portfolio Transactions. The Sub-adviser
will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or through other brokers. In the
selection of brokers and the placement of orders for the purchase and
sale of portfolio investments for the Fund, the Sub-adviser shall use
its best efforts to obtain for the Fund the most favorable price and
execution available. In using its best efforts to obtain the most
favorable price and execution available, the Sub-adviser, bearing in
mind the Fund's best interests as all times, shall consider all
factors it deems relevant, including by way of illustration, price,
the size of the transaction, the nature of the market for the
security, the amount of the commission, the timing of the transaction
taking into account market prices and trends, the reputation,
experience and financial stability of the broker involved and the
quality of service rendered by the broker in other transactions. In no
instance will portfolio securities of the Fund be purchased from or
sold to the Sub-adviser or any affiliated person of the Sub-adviser.
The Trust agrees that any entity or person associated with the Adviser
or the Sub-adviser which is a member of a national securities exchange
is authorized to effect any transaction on such exchange for the
account of the Trust which is permitted by Section 11(a) of the
Securities Exchange Act of 1934, as amended, and the Trust consents to
the retention of compensation for such transactions.
(g) Expenses. The Sub-adviser shall not be obligated
to pay any expenses of or for the Trust or for the Fund not expressly
assumed by the Sub-adviser pursuant to this Agreement.
2. BOOKS AND RECORDS. Pursuant to Rule 31a-3 under the 1940
Act, the Sub-adviser agrees that: (a) all records it maintains for the Trust are
the property of the Trust; (b) it will surrender promptly to the Trust or the
Adviser any such records upon the Trust's or Adviser's request; (c) it will
maintain for the Trust the records that the Trust is required to maintain
pursuant to Rule 31a-1 insofar as such records relate to the investment affairs
of the Fund; and (d) it will preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records it maintains for the Trust.
3. OTHER AGREEMENTS. The Sub-adviser and persons controlled by
or under common control with the Sub-adviser have and may have advisory,
management service or other agreements with other organizations and persons, and
may have other interests and businesses. Nothing in this Agreement is intended
to preclude such other business relationships.
4. COMPENSATION. The Fund pays to the Adviser a monthly fee
(the "Advisory Fee") at the annual rate of 0.80% of the first $1 billion of
average daily net assets of the portfolio, and 0.60% thereafter. The Adviser
will pay to the Sub-adviser as compensation for the Sub-adviser's services
rendered pursuant to this Agreement a sub-advisory fee for the Fund equal to
100% of the Advisory Fee earned and received by the Adviser for the Fund. Such
fees shall be paid by the Adviser (and not by the
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Trust) and shall be correspondingly reduced on a pro rata basis by any reduction
in the fees paid to the Adviser as a result of any voluntary, statutory or
regulatory limitation on investment company expenses. Such fees shall be paid
within 15 business days of the end of each month. If the Sub-adviser shall serve
for less than the whole of a month, the compensation as specified shall be
prorated.
5. AMENDMENT OF AGREEMENT. This Agreement shall not be
materially amended unless the Adviser and Sub-adviser mutually agree to such
amendment, and such amendment is approved by the affirmative vote of a majority
of the outstanding shares of the Fund, if required by the 1940 Act, and by the
vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the members of the Board who are not interested
persons of the Trust, the Adviser or the Sub-adviser (the "Independent
Trustees"). The Sub-adviser agrees to notify the Adviser of any anticipated
change in control of the Sub-adviser within a reasonable time prior to such
change.
6. DURATION AND TERMINATION OF THE AGREEMENT. This Agreement
shall become effective with respect to the Fund upon its execution; provided,
however, that this Agreement shall not become effective unless it first has been
approved by a vote of the Independent Trustees, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement shall remain
in full force and effect with respect to the Fund continuously thereafter as
follows:
(a) By vote of a majority of the (i) Independent
Trustees, or (ii) outstanding voting shares of the Fund, the Trust may
at any time terminate this Agreement with respect to the Fund without
the payment of penalty, by providing not more than 60 days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Adviser and the Sub-adviser.
(b) This Agreement will terminate automatically with
respect to the Fund without payment of any penalty, unless, within two
years after its initial effectiveness and at least annually
thereafter, the continuance of the Agreement is specifically approved
by (i) the Board of Trustees or the shareholders of the Fund by the
affirmative vote of a majority of the outstanding shares of the Fund,
and (ii) a majority of the Independent Trustees, by vote cast in
person at a meeting called for the purpose of voting on such approval.
If the continuance of this Agreement is submitted to the shareholders
of the Fund for their approval and such shareholders fail to approve
such continuance as provided herein, the Sub-adviser may continue to
serve hereunder in a manner consistent with the 1940 Act and the rules
and regulations thereunder.
(c) The Adviser may at any time terminate this
Agreement with respect to the Fund without the payment of any penalty
by not less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Sub-adviser and the Trust,
and the Sub-adviser may at any time without the payment of any
penalty, terminate this Agreement with respect to the Fund by not less
than 90 days' written notice delivered or mailed by registered mail,
postage prepaid, to the Adviser and the Trust.
(d) This Agreement shall terminate automatically and
immediately with respect to the Fund without the payment of any
penalty, in the event of its assignment or if the Investment
Management Agreement between the Adviser and the Trust with respect to
the Fund shall terminate for any reason.
(e) This Agreement shall terminate automatically and
immediately with respect to the Fund unless approved by an affirmative
vote of a majority of the outstanding Shares of the Fund within 120
days after the date first set forth above.
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Upon termination of this Agreement, the duties of the Adviser delegated to the
Sub-adviser under this Agreement automatically shall revert to the Adviser.
7. NOTIFICATION OF THE ADVISER. The Sub-adviser promptly shall
notify the Adviser in writing of the occurrence of any of the following events:
(a) the Sub-adviser shall fail to be registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended, and 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.
(b) the Sub-adviser shall have been served or
otherwise have notice of any action, suit, or proceeding, inquiry, or
investigation at law or in equity, before or by any court, public
board or body, involving the affairs of the Trust or the Fund; or
(c) any other occurrence that might affect the ability
of the Sub-adviser to provide the services provided for under this
Agreement.
8. DEFINITIONS. For the purposes of this Agreement, the terms
"vote of a majority of the outstanding shares," "affiliated person," "control,"
"interested person," and "assignment" shall have their respective meanings as
defined in the 1940 Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission under said Act; and references to annual approvals by the Board of
Trustees shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
9. LIABILITY OF THE SUB-ADVISER. In the absence of its willful
misfeasance, bad faith, negligence, or disregard of its obligations and duties
hereunder, the Sub-adviser shall not be subject to any liability to the Adviser,
the Trust or their directors, Trustees, officers, or shareholders, for any act
or omission in the course of, or connected with, rendering services hereunder.
However, the Sub-adviser shall indemnify and hold harmless such parties from any
and all claims, losses, expenses, obligations and liabilities (including
reasonable attorneys fees) which arise or result from Sub-adviser's willful
misfeasance, bad faith, negligence, or disregard of its obligations and duties
hereunder.
10. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of California, without giving effect to
the conflicts of laws principles thereof, and in accordance with the 1940 Act.
To the extent that the applicable laws of the State of California conflict with
the applicable provisions of the 1940 Act, the latter shall control.
11. SEVERABILITY. If any provision of this Agreement shall be
held or made 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.
12. MISCELLANEOUS. The captions 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. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
agreement is made less restrictive by a rule, regulation or order of the
Securities and Exchange Commission, whether of
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special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, Xxxxxx & Rygel, and Xxxxxxx-Xxxxxx, LLC have each
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.
Attest: XXXXXX & RYGEL
By:______________________ By:________________________
Secretary Chairman
Attest: XXXXXXX-XXXXXX, LLC
By:______________________ By:________________________
Secretary President
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