Exhibit (d)(vii) under Form N-1A
Exhibit 10 under Item 601/Reg XX
XXXXX FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Xxxxx Bank, N.A., a
national bank (hereinafter referred to as "Adviser") and Xxxxx
Investment Management Corporation., a Delaware corporation located in
Washington, D.C. (hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to the portfolios of the Xxxxx Funds ("Trust") indicated on
exhibits to this Agreement (the "Funds"), such investment advice, statistical
and other factual information, as may from time to time be reasonably requested
by Adviser for the Fund which may be offered in one or more classes of shares
("Classes").
2. For its services under this Agreement, Sub-Adviser shall receive from
Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the exhibits
hereto..
Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Sub-Adviser may, by notice to the Trust on behalf of the Fund,
voluntarily declare to be effective.
3. This Agreement shall begin for the Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue in
effect for the Fund for two years from the date of its execution and from year
to year thereafter, subject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Trust in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter that
it does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be terminated
at any time without the payment of any penalty: (a) by the Trustees of the Trust
or by a vote of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Act) of the Fund on sixty (60) days' written notice to
Adviser; (b) by Sub-Adviser or Adviser upon 120 days' written notice to the
other party to the Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the
Investment Company Act of 1940); or
(b) in the event of termination of the Investment Advisory
Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified to
act as an investment adviser to the Fund, neither Adviser nor Sub-Adviser shall
act as an investment adviser (as such term is defined in the Investment Company
Act of 1940) to the Fund except as provided herein and in the Investment
Advisory Contract or in such other manner as may be expressly agreed between
Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the Trustees
of the Trust pursuant to the provisions of Paragraph 3 of this Agreement or
Paragraph 6 of the Investment Advisory Contract, the remaining party,
Sub-Adviser or Adviser as the case may be, shall not be prohibited from serving
as an investment adviser to such Fund by reason of the provisions of this
Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Investment Company Act of 1940, of any such party at a meeting
called for that purpose, and, where required by Section 15(a)(2) of the Act, by
the holders of a majority of the outstanding voting securities (as defined in
Section 2(a)(42) of the Investment Company Act of 1940) of the Fund.
Exhibit A
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Bond Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit B
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Intermediate Tax Free Bond Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit C
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Long Term Tax Free Bond Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit X
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Treasury Money Market Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .13% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit E
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Prime Money Market Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .13% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit F
Xxxxx Funds
Sub-Advisory Contract
Xxxxx U.S. Government Securities Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .22% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit G
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Stock Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .30% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
Exhibit H
Xxxxx Funds
Sub-Advisory Contract
Xxxxx Small Company Stock Fund
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .40% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated September 1,
1999.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of September, 1999.
Xxxxx Bank, N.A.
By: /S/ XXXXX X. XXXXXX, XX.
--------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Executive Vice President
Xxxxx Investment Management Corporation
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer &
Chief Investment Officer
