Item 77Q1
Xxxx Xxxxx Partners Variable Premier Selections All Cap
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT ("Agreement") is made this 1st
day of August, 2006, by and between Xxxx Xxxxx Partners Fund
Advisor, LLC, a Delaware limited liability company (the
"Manager"), and CAM North America LLC, a Delaware limited
liability company (the "Subadviser").
WHEREAS, the Manager has been retained by Xxxx Xxxxx
Partners Investment Series (the "Trust"), a registered
management investment company under the Investment Company
Act of 1940, as amended (the "1940 Act") to provide
investment advisory, management, and administrative services
to the Trust with respect to certain series of the Trust;
and
WHEREAS, the Manager wishes to engage the Subadviser to
provide certain investment advisory services to the Trust
with respect to the series of the Trust designated in
Schedule A annexed hereto (the "Fund") and Subadviser is
willing to furnish such services on the terms and conditions
hereinafter set forth;
NOW THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed as follows:
1. In accordance with and subject to the Management
Agreement between the Trust and the Manager with respect to
the Fund (the "Management Agreement"), the Manager hereby
appoints the Subadviser to act as Subadviser with respect to
the Fund for the period and on the terms set forth in this
Agreement. The Subadviser accepts such appointment and
agrees to render the services herein set forth, for the
compensation herein provided.
2. The Manager shall cause the Subadviser to be kept
fully informed at all times with regard to the securities
owned by the Fund, its funds available, or to become
available, for investment, and generally as to the condition
of the Fund's affairs. Manager shall furnish the Subadviser
with such other documents and information with regard to the
Fund's affairs as the Subadviser may from time to time
reasonably request.
3. (a) Subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Manager, the
Subadviser shall regularly provide the Fund with respect to
such portion of the Fund's assets as shall be allocated to
the Subadviser by the Manager from time to time (the
"Allocated Assets") with investment research, advice,
management and supervision and shall furnish a continuous
investment program for the Allocated Assets consistent with
the Fund's investment objectives, policies and restrictions,
as stated in the Fund's current Prospectus and Statement of
Additional Information. The Subadviser shall, with respect
to the Allocated Assets, determine from time to time what
securities and other investments will be purchased,
retained, sold or exchanged by the Fund and what portion of
the Allocated Assets will be held in the various securities
and other investments in which the Fund invests, and shall
implement those decisions, all subject to the provisions of
the Trust's Declaration of Trust and By-Laws (collectively,
the "Governing Documents"), the 1940 Act, and the applicable
rules and regulations promulgated thereunder by the
Securities and Exchange Commission (the "SEC") and
interpretive guidance issued thereunder by the SEC staff and
any other applicable federal and
state law, as well as the investment objectives, policies
and restrictions of the Fund referred to above, and any
other specific policies adopted by the Board and disclosed
to the Subadviser. The Subadviser is authorized as the agent
of the Trust to give instructions with respect to the
Allocated Assets to the custodian of the Fund as to
deliveries of securities and other investments and payments
of cash for the account of the Fund. Subject to applicable
provisions of the 1940 Act, the investment program to be
provided hereunder may entail the investment of all or
substantially all of the assets of a Fund in one or more
investment companies. The Subadviser will place orders
pursuant to its investment determinations for the Fund
either directly with the issuer or with any broker or
dealer, foreign currency dealer, futures commission merchant
or others selected by it. In connection with the selection
of such brokers or dealers and the placing of such orders,
subject to applicable law, brokers or dealers may be
selected who also provide brokerage and research services
(as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) to the Funds and/or the other accounts over which the
Subadviser or its affiliates exercise investment discretion.
The Subadviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission
for executing a portfolio transaction for a Fund which is in
excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the
Subadviser determines in good faith that such amount of
commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities
which the Subadviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The
Board may adopt policies and procedures that modify and
restrict the Subadviser's authority regarding the execution
of the Fund's portfolio transactions provided herein. The
Subadviser shall exercise voting rights, rights to consent
to corporate action and any other rights pertaining to the
Allocated Assets subject to such direction as the Board may
provide, and shall perform such other functions of
investment management and supervision as may be directed by
the Board.
(b) The Fund hereby authorizes any entity or person
associated with the Subadviser which is a member of a
national securities exchange to effect any transaction on
the exchange for the account of the Fund which is permitted
by Section 11(a) of the Exchange Act and Rule 11a2-2(T)
thereunder, and the Fund hereby consents to the retention of
compensation for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the
Subadviser agrees that it will not deal with itself, or with
members of the Board or any principal underwriter of the
Fund, as principals or agents in making purchases or sales
of securities or other property for the account of a Fund,
nor will it purchase any securities from an underwriting or
selling group in which the Subadviser or its affiliates is
participating, or arrange for purchases and sales of
securities between a Fund and another account advised by the
Subadviser or its affiliates, except in each case as
permitted by the 1940 Act and in accordance with such
policies and procedures as may be adopted by a Fund from
time to time, and will comply with all other provisions of
the Governing Documents and the Fund's then-current
Prospectus and Statement of Additional Information relative
to the Subadviser and its directors and officers.
4. The Subadviser may delegate to any other one or more
companies that the Subadviser controls, is controlled by, or
is under common control with, or to specified employees of
any such companies, certain of the Subadviser's duties under
this Agreement, provided in each case the Subadviser will
supervise the activities of each such entity or employees
thereof, that such delegation will not relieve the
Subadviser of any of its duties or obligations under this
Agreement and provided further that any such arrangements
are entered into in accordance with all applicable
requirements of the 1940 Act.
5. The Subadviser agrees that it will keep records
relating to its services hereunder in accordance with all
applicable laws, and in compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees
that any records that it maintains for the Fund are the
property of the Fund, and further agrees to surrender
promptly to the Fund any of such records upon the Fund's
request. The Subadviser further agrees to arrange for the
preservation of the records required to be maintained by
Rule 31a-1 under the 1940 Act for the periods prescribed by
Rule 31a-2 under the 1940 Act.
6. (a) The Subadviser, at its expense, shall supply
the Board, the officers of the Trust, and the Manager with
all information and reports reasonably required by them and
reasonably available to the Subadviser relating to the
services provided by the Subadviser hereunder.
(b) The Subadviser shall bear all expenses, and shall
furnish all necessary services, facilities and personnel, in
connection with its responsibilities under this Agreement.
Other than as herein specifically indicated, the Subadviser
shall not be responsible for the Fund's expenses, including,
without limitation, advisory fees; distribution fees;
interest; taxes; governmental fees; voluntary assessments
and other expenses incurred in connection with membership in
investment company organizations; organization costs of the
Fund; the cost (including brokerage commissions, transaction
fees or charges, if any) in connection with the purchase or
sale of the Fund's securities and other investments and any
losses in connection therewith; fees and expenses of
custodians, transfer agents, registrars, independent pricing
vendors or other agents; legal expenses; loan commitment
fees; expenses relating to share certificates; expenses
relating to the issuing and redemption or repurchase of the
Fund's shares and servicing shareholder accounts; expenses
of registering and qualifying the Fund's shares for sale
under applicable federal and state law; expenses of
preparing, setting in print, printing and distributing
prospectuses and statements of additional information and
any supplements thereto, reports, proxy statements, notices
and dividends to the Fund's shareholders; costs of
stationery; website costs; costs of meetings of the Board or
any committee thereof, meetings of shareholders and other
meetings of the Fund; Board fees; audit fees; travel
expenses of officers, members of the Board and employees of
the Fund, if any; and the Fund's pro rata portion of
premiums on any fidelity bond and other insurance covering
the Fund and its officers, Board members and employees;
litigation expenses and any non-recurring or extraordinary
expenses as may arise, including, without limitation, those
relating to actions, suits or proceedings to which the Fund
is a party and the legal obligation which the Fund may have
to indemnify the Fund's Board members and officers with
respect thereto.
7. No member of the Board, officer or employee of the
Trust or Fund shall receive from the Trust or Fund any
salary or other compensation as such member of the Board,
officer or
employee while he is at the same time a director, officer,
or employee of the Subadviser or any affiliated company of
the Subadviser, except as the Board may decide. This
paragraph shall not apply to Board members, executive
committee members, consultants and other persons who are not
regular members of the Subadviser's or any affiliated
company's staff.
8. As compensation for the services performed by the
Subadviser, including the services of any consultants
retained by the Subadviser, the Manager shall pay the
Subadviser out of the management fee it receives with
respect to the Fund, and only to the extent thereof, as
promptly as possible after the last day of each month, a
fee, computed daily at an annual rate set forth on Schedule
A annexed hereto. The first payment of the fee shall be made
as promptly as possible at the end of the month succeeding
the effective date of this Agreement, and shall constitute a
full payment of the fee due the Subadviser for all services
prior to that date. If this Agreement is terminated as of
any date not the last day of a month, such fee shall be paid
as promptly as possible after such date of termination,
shall be based on the average daily net assets of the Fund
or, if less, the portion thereof comprising the Allocated
Assets in that period from the beginning of such month to
such date of termination, and shall be that proportion of
such average daily net assets as the number of business days
in such period bears to the number of business days in such
month. The average daily net assets of the Fund or the
portion thereof comprising the Allocated Assets shall in all
cases be based only on business days and be computed as of
the time of the regular close of business of the New York
Stock Exchange, or such other time as may be determined by
the Board.
9. The Subadviser assumes no responsibility under
this Agreement other than to render the services called for
hereunder, in good faith, and shall not be liable for any
error of judgment or mistake of law, or for any loss arising
out of any investment or for any act or omission in the
execution of securities transactions for a Fund, provided
that nothing in this Agreement shall protect the Subadviser
against any liability to the Manager or the Fund to which
the Subadviser would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder. As used
in this Section 9, the term "Subadviser" shall include any
affiliates of the Subadviser performing services for the
Trust or the Fund contemplated hereby and the partners,
shareholders, directors, officers and employees of the
Subadviser and such affiliates.
10. Nothing in this Agreement shall limit or restrict
the right of any director, officer, or employee of the
Subadviser who may also be a Board member, officer, or
employee of the Trust or the Fund, to engage in any other
business or to devote his time and attention in part to the
management or other aspects of any other business, whether
of a similar nature or a dissimilar nature, nor to limit or
restrict the right of the Subadviser to engage in any other
business or to render services of any kind, including
investment advisory and management services, to any other
fund, firm, individual or association. If the purchase or
sale of securities consistent with the investment policies
of a Fund or one or more other accounts of the Subadviser is
considered at or about the same time, transactions in such
securities will be allocated among the accounts in a manner
deemed equitable by the Subadviser. Such transactions may be
combined, in accordance with applicable laws and
regulations, and consistent with the Subadviser's policies
and procedures as presented to the Board from time to time.
11. For the purposes of this Agreement, the Fund's
"net
assets" shall be determined as provided in the Fund's then
current Prospectus and Statement of Additional Information
and the terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have
the meanings given to them by Section 2(a) of the 1940 Act,
subject to such exemptions as may be granted by the SEC by
any rule, regulation or order.
12. This Agreement will become effective with respect
to
the Fund on the date set forth opposite the Fund's name on
Schedule A annexed hereto, provided that it shall have been
approved by the Trust's Board and, if so required by the
1940 Act, by the shareholders of the Fund in accordance with
the requirements of the 1940 Act and, unless sooner
terminated as provided herein, will continue in effect
through November 30, 2007. Thereafter, if not terminated,
this Agreement shall continue in effect with respect to the
Fund, so long as such continuance is specifically approved
at least annually (i) by the Board or (ii) by a vote of a
majority of the outstanding voting securities of the Fund,
provided that in either event the continuance is also
approved by a majority of the Board members who are not
interested persons of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting
on such approval.
13. This Agreement is terminable with respect to the
Fund
without penalty by the Board or by vote of a majority of the
outstanding voting securities of the Fund, in each case on
not more than 60 days' nor less than 30 days' written notice
to the Subadviser, or by the Subadviser upon not less than
90 days' written notice to the Fund and the Manager, and
will be terminated upon the mutual written consent of the
Manager and the Subadviser. This Agreement shall terminate
automatically in the event of its assignment by the
Subadviser and shall not be assignable by the Manager
without the consent of the Subadviser.
14. The Subadviser agrees that for any claim by it
against
the Fund in connection with this Agreement or the services
rendered under this Agreement, it shall look only to assets
of the Fund for satisfaction and that it shall have no claim
against the assets of any other portfolios of the Trust.
15. No provision 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 change, waiver, discharge or termination is sought, and
no material amendment of the Agreement shall be effective
until approved, if so required by the 1940 Act, by vote of
the holders of a majority of the Fund's outstanding voting
securities.
16. This Agreement, and any supplemental terms
contained on
Annex I hereto, if applicable, embodies the entire agreement
and understanding between the parties hereto, and supersedes
all prior agreements and understandings relating to the
subject matter hereof. Should any part of this Agreement 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 on and
shall inure to the benefit of the parties hereto and their
respective successors.
17. This Agreement shall be construed and the
provisions
thereof interpreted under and in accordance with the laws of
the State of New York.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers thereunto duly
authorized.
XXXX XXXXX PARTNERS FUND
ADVISOR, LLC
By:
______________________________
_ Name:
Title:
CAM NORTH AMERICA LLC
By:
______________________________
_ Name:
Title:
The foregoing is acknowledged:
The undersigned officer of the Trust has executed this
Agreement not individually but in his/her capacity as an
officer of the Trust. The Trust does not hereby undertake,
on behalf of the Fund or otherwise, any obligation to the
Subadviser.
XXXX XXXXX PARTNERS INVESTMENT
SERIES
By:
______________________________
_ Name:
Title:
ANNEX I
Not applicable.
SCHEDULE A
Xxxx Xxxxx Partners Variable Premier Selections All Cap
Growth Portfolio
Date:
August 1, 2006
Fee:
The sub-advisory fee will be 70% of the management fee paid
to Xxxx Xxxxx Partners Fund Advisor, LLC, net of expense
waivers and reimbursements.
