FORM OF
SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between Xxxxxxxxxxx Management Corporation, a
Colorado corporation (the "Adviser"), and __________ Advisors, a Delaware
general partnership (the "Subadviser"), as of the date set forth below.
RECITAL
WHEREAS, Xxxxxxxxxxx/Quest For Value Family of Funds (the "Company") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end, management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;
WHEREAS, the Subadviser is registered under the Advisers Act as an
investment adviser and engages in the business of acting as an investment
adviser;
WHEREAS, the Company's Declaration of Trust authorizes the Board of
Trustees of the Company to classify or reclassify authorized but unissued shares
of the Company into series of shares representing interests in various
investment portfolios;
WHEREAS, pursuant to such authority, the Company has established the
Officers Fund (the "Fund");
WHEREAS, the Adviser has entered into an Investment Advisory Agreement as
of the date hereof with the Company (the "Investment Advisory Agreement"),
pursuant to which the Adviser shall act as investment advisor with respect to
the Fund; and
WHEREAS, pursuant to Paragraph ___ of the Investment Advisory Agreement,
the Adviser wishes to retain the Subadviser for purposes of rendering investment
advisory services to the Adviser in connection with the Fund upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which are hereby
acknowledged, the parties hereto agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER.
The Adviser hereby appoints the Subadviser to render, to the Adviser with
respect to the Fund, investment research and advisory services as set forth
below in Section II, under the
supervision of the Adviser and subject to the approval and direction of the
Company's Board of Trustees (the "Board"), and the Subadviser hereby accepts
such appointment, all subject to the terms and conditions contained herein. The
Subadviser shall, for all purposes herein, be deemed an independent contractor
and shall not have, unless otherwise expressly provided or authorized, any
authority to act for or represent the Company or the Fund in any way or
otherwise to serve as or be deemed an agent of the Company or the Fund.
II. DUTIES OF THE SUBADVISER AND THE ADVISER.
A. DUTIES OF THE SUBADVISER.
The Subadviser shall regularly provide investment advice with respect to
the Fund and shall, subject to the terms of this Agreement, continuously
supervise the investment and reinvestment of cash, securities and instruments or
other property comprising the assets of the Fund, and in furtherance thereof,
the Subadviser's duties shall include:
1. Obtaining and evaluating pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Fund, and whether concerning the individual issuers whose securities
are included in the Fund or the activities in which such issuers
engage, or with respect to securities which the Subadviser considers
desirable for inclusion in the Fund's investment portfolio;
2. Determining which securities shall be purchased, sold or
exchanged by the Fund or otherwise represented in the Fund's
investment portfolio and regularly reporting thereon to the Adviser
and, at the request of the Adviser, to the Board;
3. Formulating and implementing continuing programs for the
purchases and sales of the securities of such issuers and regularly
reporting thereon to the Adviser and, at the request of the Adviser,
to the Board; and
4. Taking, on behalf of the Fund, all actions that appear to the
Subadviser necessary to carry into effect such investment program,
including the placing of purchase and sale orders, and making
appropriate reports thereon to the Adviser and the Board.
B. DUTIES OF THE ADVISER.
The Adviser shall retain responsibility for, among other things, providing
the following advice and services with respect to the Fund:
1. Without limiting the obligation of the Subadviser to so
comply, the Adviser shall monitor the investment program
maintained by the Subadviser for the Fund to ensure that the
Fund's assets are invested in compliance with this Agreement and
the Fund's Registration Statement, as currently in effect from
time to time; and
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2. The Adviser shall oversee matters relating to Fund
promotion, including, but not limited to, marketing materials and
the Subadviser's reports to the Board.
III. REPRESENTATIONS, WARRANTIES AND COVENANTS.
A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBADVISER.
1. ORGANIZATION. The Subadviser is now, and will continue to be, a
general partnership duly formed and validly existing under the laws of
its jurisdiction of formation, fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. REGISTRATION. The Subadviser is registered as an investment
adviser with the Securities and Exchange Commission (the "SEC") under
the Advisers Act, and is registered or licensed as an investment
adviser under the laws of all jurisdictions in which its activities
require it to be so registered or licensed, except where the failure
to be so licensed would not have a material adverse effect on the
Subadviser. The Subadviser shall maintain such registration or
license in effect at all times during the term of this Agreement.
3. BEST EFFORTS. The Subadviser at all times shall provide its best
judgment and effort to the Adviser and the Fund in carrying out its
obligations hereunder.
4. OTHER COVENANTS. The Subadviser further agrees that:
a. it will use the same skill and care in providing such
services as it uses in providing services to other accounts
for which it has investment management responsibilities;
b. it will not make loans to any person to purchase or
carry units of beneficial interest in the Fund or make loans
to the Fund;
c. it will report regularly to the Fund and to the Adviser
and will make appropriate persons available for the purpose
of reviewing with representatives of the Adviser on a
regular basis the management of the Fund, including, without
limitation, review of the general investment strategy of the
Fund, economic considerations and general conditions
affecting the marketplace;
d. as required by applicable laws and regulations, it will
maintain books and records with respect to the Fund's
securities transactions and it will furnish to the Adviser
and to the Board such periodic and special reports as the
Adviser or the Board may reasonably request;
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e. it will treat confidentially and as proprietary
information of the Fund all records and other information
relative to the Fund, and will not use records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Fund or when
so requested by the Fund or required by law or regulation;
f. it will, on a continuing basis and at its own expense,
(1) provide the distributor of the Fund (the "Distributor")
with assistance in the distribution and marketing of the
Fund in such amount and form as the Adviser may reasonably
request from time to time, and (2) use its best efforts to
cause the portfolio manager or other person who manages or
is responsible for overseeing the management of the Fund's
portfolio (the "Portfolio Manager") to provide marketing and
distribution assistance to the Distributor, including,
without limitation, conference calls, meetings and road
trips, provided that each Portfolio Manager shall not be
required to devote more than 10% of his or her time to such
marketing and distribution activities;
g. it will use its reasonable best efforts (i) to retain
the services of the Portfolio Manager who manages the
portfolio of the Fund, from time to time and (ii) to
promptly obtain the services of a Portfolio Manager
acceptable to the Adviser if the services of the Portfolio
Manager are no longer available to the Subadviser;
h. it will, from time to time, assure that each Portfolio
Manager is acceptable to the Adviser;
i. it will obtain the written approval of the Adviser
prior to designating a new Portfolio Manager; provided,
however, that, if the services of a Portfolio Manager are no
longer available to the Subadviser due to circumstances
beyond the reasonable control of the Subadviser (e.g.,
voluntary resignation, death or disability), the Subadviser
may designate an interim Portfolio Manager who (a) shall be
reasonably acceptable to the Adviser and (b) shall function
for a reasonable period of time until the Subadviser
designates an acceptable permanent replacement; and
j. it will promptly notify the Adviser of any impending
change in Portfolio Manager, portfolio management or any
other material matter that may require disclosure to the
Board, shareholders of the Fund or dealers.
B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISER.
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1. ORGANIZATION. The Adviser is now, and will continue to be, duly
organized and in good standing under the laws of its state of
incorporation, fully authorized to enter into this Agreement and carry
out its duties and obligations hereunder.
2. REGISTRATION. The Adviser is registered as an investment adviser
with the SEC under the Advisers Act, and is registered or licensed as
an investment adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed. The Adviser
shall maintain such registration or license in effect at all times
during the term of this Agreement.
3. BEST EFFORTS. The Adviser at all times shall provide its best
judgment and effort to the Fund in carrying out its obligations
hereunder.
IV. COMPLIANCE WITH APPLICABLE REQUIREMENTS.
In carrying out its obligations under this Agreement, the Subadviser shall
at all times conform to:
A. all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
B. the provisions of the registration statement of the Company, as
the same may be amended from time to time, under the Securities Act of
1933, as amended, and the 1940 Act;
C. the provisions of the Company's Declaration of Trust or other
governing document, as amended from time to time;
D. the provisions of the By-laws of the Company, as amended from
time to time;
E. any other applicable provisions of state or federal law; and
F. guidelines, investment restrictions, policies, procedures or
instructions adopted or issued by the Company, the Fund or the Adviser
from time to time.
The Adviser shall promptly notify the Subadviser of any changes or
amendments to the provisions of B., C., D. and F. above when such changes or
amendments relate to the obligations of the Subadviser.
V. CONTROL BY THE BOARD.
Any investment program undertaken by the Subadviser pursuant to this
Agreement, as well as any other activities undertaken by the Subadviser with
respect to the Fund, shall at all times be subject to any directives of the
Adviser and the Board.
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VI. BOOKS AND RECORDS.
The Subadviser agrees that all records which it maintains for the Fund on
behalf of the Adviser are the property of the Fund and further agrees to
surrender promptly to the Fund or to the Adviser any of such records upon
request. The Subadviser further agrees to preserve for the periods prescribed
by applicable laws, rules and regulations all records required to be maintained
by the Subadviser on behalf of the Adviser under such applicable laws, rules and
regulations, or such longer period as the Adviser may reasonably request from
time to time.
VII. BROKER-DEALER RELATIONSHIPS.
A. PORTFOLIO TRADES.
The Subadviser, at its own expense, and to the extent appropriate, in
consultation with the Adviser, shall place all orders for the purchase and sale
of portfolio securities for the Fund with brokers or dealers selected by the
Subadviser, which may include, to the extent permitted by the Adviser and the
Fund, brokers or dealers affiliated with the Subadviser. The Subadviser shall
use its best efforts to seek to execute portfolio transactions at prices that
are advantageous to the Fund and at commission rates that are reasonable in
relation to the benefits received.
B. SELECTION OF BROKER-DEALERS.
With respect to the execution of particular transactions, the
Subadviser may, to the extent permitted by the Adviser and the Fund, select
brokers or dealers 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) to the Fund 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 the Fund that 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 that the Subadviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Adviser,
Subadviser and the Board shall periodically review the commissions paid by the
Fund to determine, among other things, if the commissions paid over
representative periods of time were reasonable in relation to the benefits
received.
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C. SOFT DOLLAR ARRANGEMENTS.
The Subadviser may enter into "soft dollar" arrangements through the
agency of third parties on behalf of the Adviser. Soft dollar arrangements for
services may be entered into in order to facilitate an improvement in
performance in respect of the Subadviser's service to the Adviser with respect
to the Fund. The Subadviser makes no direct payments but instead undertakes to
place business with broker-dealers who in turn pay third parties who provide
these services. Soft dollar transactions will be conducted on an arm's-length
basis, and the Subadviser will secure best execution for the Adviser. Any
arrangements involving soft dollars and/or brokerage services shall be effected
in compliance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, and the policies that the Adviser and the Board may adopt from time to
time. The Subadviser agrees to provide reports to the Adviser as necessary for
purposes of providing information on these arrangements to the Board.
VIII. COMPENSATION.
A. AMOUNT OF COMPENSATION. The Adviser shall pay the
Subadviser, as compensation for services rendered hereunder, from
its own assets, an annual fee, payable monthly, equal to 40% of
the investment advisory fee collected by the Adviser from the
Fund, based on the total net assets of the Fund existing as of
the date hereof (the "base amount"), plus 30% of the advisory fee
collected by the Adviser, based on the total net assets of the
Fund that exceed the base amount (the "marginal amount"), in each
case calculated after any waivers, voluntary or otherwise.
B. CALCULATION OF COMPENSATION. Except as hereinafter set
forth, compensation under this Agreement shall be calculated and
accrued on the same basis as the advisory fee paid to the Adviser
by the Fund. If this Agreement becomes effective subsequent to
the first day of a month or shall terminate before the last day
of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent
with the calculation of the fees set forth above.
C. PAYMENT OF COMPENSATION: Subject to the provisions of this
paragraph, payment of the Subadviser's compensation for the
preceding month shall be made within 15 days after the end of the
preceding month.
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D. REORGANIZATION OF THE FUND. If the Fund is reorganized with
another investment company for which the Subadviser does not
serve as an investment adviser or subadviser, and the Fund is the
surviving entity, the subadvisory fee payable under this section
shall be adjusted in an appropriate manner as the parties may
agree.
IX. ALLOCATION OF EXPENSES.
The Subadviser shall pay the expenses incurred in providing services in
connection with this Agreement, including, but not limited to, the salaries,
employment benefits and other related costs of those of its personnel engaged in
providing investment advice to the Fund hereunder, including, without
limitation, office space, office equipment, telephone and postage costs and
other expenses. In the event of an "assignment" of this Agreement, other than
an assignment resulting solely by action of the Adviser or an affiliate thereof,
the Subadviser shall be responsible for payment of all costs and expenses
incurred by the Adviser and the Fund relating thereto, including, but not
limited to, reasonable legal, accounting, printing and mailing costs related to
obtaining approval of Fund shareholders.
X. NON-EXCLUSIVITY.
The services of the Subadviser with respect to the Company and the Fund are
not to be deemed to be exclusive, and the Subadviser shall be free to render
investment advisory and administrative or other services to others (including
other investment companies) and to engage in other activities, subject to the
provisions of a certain Agreement Not to Compete dated as of __________, 1995
among the Adviser, Xxxxxxxxxxx Capital, the Subadviser and Quest For Value
Distributors (the "Agreement Not to Compete"). It is understood and agreed that
officers or directors of the Subadviser may serve as officers or directors of
the Adviser or of the Fund; that officers or directors of the Adviser or of the
Company may serve as officers or directors of the Subadviser to the extent
permitted by law; and that the officers and directors 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
or trustees of any other firm or trust, including other investment advisory
companies (subject to the provisions of the Agreement Not to Compete), provided
it is permitted by applicable law and does not adversely affect the Company or
the Fund.
XI. TERM.
This Agreement shall become effective at the close of business on the date
hereof and shall remain in force and effect, subject to Paragraphs XII.A and
XII.B hereof and approval by the Fund's shareholders, for a period of two years
from the date hereof.
XII. RENEWAL.
Following the expiration of its initial two-year term, the Agreement shall
continue in full force and effect from year to year for a period of eight years,
provided that such continuance is specifically approved:
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A. at least annually (1) by the Board or by the vote of a majority
of the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the 1940 Act), and (2) by the affirmative vote of a
majority of the Trustees who are not parties to this Agreement or
interested persons of a party to this Agreement (other than as a
Trustee of the Fund), by votes cast in person at a meeting
specifically called for such purpose; or
B. by such method required by applicable law, rule or regulation
then in effect.
XIII. TERMINATION.
A. TERMINATION BY THE COMPANY. This Agreement may be terminated at
any time, without the payment of any penalty, by vote of the Board or
by vote of a majority of the Fund's outstanding voting securities, on
sixty (60) days' written notice. The notice provided for herein may
be waived by the party required to be notified.
B. ASSIGNMENT. This Agreement shall automatically terminate in the
event of its "assignment," as defined in Section 2 (a) (4) of the 1940
Act. In the event of an assignment that occurs solely due to the
change in control of the Subadviser (provided that no condition exists
that permits, or, upon the consummation of the assignment, will
permit, the termination of this Agreement by the Adviser pursuant to
Section XIII.D. hereof), the Adviser and the Subadviser, at the sole
expense of the Subadviser, shall use their reasonable best efforts to
obtain shareholder approval of a successor Subadvisory Agreement on
substantially the same terms as contained in this Agreement.
C. PAYMENT OF FEES AFTER TERMINATION. Notwithstanding the
termination of this Agreement prior to the tenth anniversary of the
date hereof, the Adviser shall continue to pay to the Subadviser the
subadvisory fee for the term of this Agreement and any renewals
thereof through such tenth anniversary, if: (1) the Adviser or the
Company terminates this Agreement for a reason other than the reasons
set forth in Section XIII.D. hereof, provided the Investment Advisory
Agreement remains in effect; (2) the Fund reorganizes with another
investment company advised by the Adviser (or an affiliate of the
Adviser) and for which the Subadviser does not serve as an investment
adviser or subadviser and such other investment company is the
surviving entity; or (3) the Investment Advisory Agreement terminates
(i) by reason of an "assignment;" (ii) because the Adviser is
disqualified from serving as an investment adviser; or (iii) by reason
of a voluntary termination by the Adviser; provided that the
Subadviser does not serve as the investment adviser or subadviser of
the Fund after such termination of the Investment Advisory Agreement.
The amount of the subadvisory fee paid pursuant to this section shall
be calculated on the basis of the Fund's net assets measured at the
time of such termination or such reorganization. Notwithstanding
anything to the contrary, if the Subadviser terminates this Agreement
or if this
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Agreement is terminated by operation of law, due solely to an act or
omission by the Subadviser, Xxxxxxxxxxx Capital ("OpCap") or their
respective partners, subsidiaries, directors, officers, employees or
agents (other than by reason of an "assignment"of this Agreement),
then the Adviser shall not be liable for any further payments under
this Agreement, provided, however, that if at any time prior to the
end of the term of the Agreement Not to Compete any event that would
have permitted the termination of this Agreement by the Adviser
pursuant to Section XIII.D.(3) hereof occurs, the Adviser shall be
under no further obligation to pay any subadvisory fees.
D. TERMINATION BY THE ADVISER. The Adviser may terminate this
Agreement without penalty and without the payment of any fee or
penalty, immediately after giving written notice, upon the occurrence
of any of the following events:
1. The Fund's investment performance of the Fund's Class A
shares compared to the appropriate universe of Class A shares (or
their equivalent), as set forth on Schedule D-1, as amended from
time to time, ranks in the bottom quartile for two consecutive
calendar years (beginning with the calendar year 1995) and earns
a Morningstar three-year rating of less than three (3) stars at
the time of such termination; or
2. Any of the Subadviser, OpCap, their respective partners,
subsidiaries, affiliates, directors, officers, employees or
agents engages in an action or omits to take an action that would
cause the Subadviser or OpCap to be disqualified in any manner
under Section 9(a) of the 1940 Act, if the SEC were not to grant
an exemptive order under Section 9(c) thereof or that would
constitute grounds for the SEC to deny, revoke or suspend the
registration of the Subadviser as an investment adviser with the
SEC;
3. Any of OpCap, the Subadviser, their respective partners,
subsidiaries, affiliates, directors, officers, employees or
agents causes a material violation of the Agreement Not to
Compete which is not cured in accordance with the provisions of
that agreement; or
4. The Subadviser breaches the representations contained in
Paragraph III.A.4.i. of this Agreement or any other material
provision of this Agreement, and any such breach is not cured
within a reasonable period of time after notice thereof from the
Adviser to the Subadviser. However, consistent with its
fiduciary obligations, for a period of seven months the Adviser
will not terminate this Agreement solely because the Subadviser
has failed to designate an acceptable permanent replacement to a
Portfolio Manager whose services are no longer available to the
Subadviser due to circumstances beyond the reasonable control of
the Subadviser, provided that the Subadviser uses its reasonable
best efforts to promptly obtain the services of a Portfolio
Manager acceptable to the Adviser and further
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provided that the Adviser has not unreasonably withheld approval
of such replacement Portfolio Manager.
E. TRANSACTIONS IN PROGRESS UPON TERMINATION. The Adviser and
Subadviser will cooperate with each other to ensure that portfolio or
other transactions in progress at the date of termination of this
Agreement shall be completed by the Adviser in accordance with the
terms of such transactions, and to this end the Subadviser shall
provide the Adviser with all necessary information and documentation
to secure the implementation thereof.
XIV. NON-SOLICITATION.
During the term of this Agreement, the Adviser (and its affiliates under
its control) shall not solicit or knowingly assist in the solicitation of any
Portfolio Manager of the Fund or any portfolio assistant of the Fund then
employed by the Subadviser or OpCap, provided, however, that the Adviser (or its
affiliates) may solicit or hire any such individual who (A) the Subadviser or
OpCap (or its affiliates) has terminated or (B) has voluntarily terminated his
or her employment with the Subadviser, OpCap (or its affiliates) without
inducement of the Adviser (or its affiliates under its control) prior to the
time of such solicitation. Advertising in general circulation newspapers or
industry newsletters by the Adviser shall not constitute "inducement" by the
Adviser (or its affiliates under its control).
XV. LIABILITY OF THE SUBADVISER.
In the absence of willful misfeasance, bad faith, negligence or reckless
disregard of obligations or duties hereunder on the part of the Subadviser or
any of its officers, directors or employees, the Subadviser shall not be subject
to liability to the Adviser for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security; PROVIDED, HOWEVER,
that the foregoing shall not be construed to relieve the Subadviser of any
liability it may have arising under the Agreement Not to Compete or the
Acquisition Agreement dated August 10, 1995, among the Subadviser, the Adviser
and certain affiliates of the Subadviser.
XVI. NOTICES.
Any notice or other communication required or that may be given hereunder
shall be in writing and shall be delivered personally, telecopied, sent by
certified, registered or express mail, postage prepaid or sent by national next-
day delivery service and shall be deemed given when so delivered personally or
telecopied, or if mailed, two days after the date of mailing, or if by next-day
delivery service, on the business day following delivery thereto, as follows or
to such other location as any party notifies any other party:
A. if to the Adviser, to:
Xxxxxxxxxxx Management Corporation
Xxx Xxxxx Xxxxx Xxxxxx
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Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Executive Vice President and General Counsel
Telecopier: 212-321-1159
B. if to the Subadviser, to:
Quest For Value Advisors
c/x Xxxxxxxxxxx Capital
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Secretary and General Counsel
Telecopier: 000-000-0000
XVII. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within the State of
New York (without regard to any conflicts of law principles thereof). 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, regulations or orders
of the SEC issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of the Agreement is
revised by rule, regulation or order of the SEC, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
XVIII. FORM ADV - DELIVERY.
The Adviser hereby acknowledges that it has received from the Subadviser a
copy of the Subadviser's Form ADV, Part II as currently filed, at least 48 hours
prior to entering into this Agreement and that it has read and understood the
disclosures set forth in the Subadviser's Form ADV, Part II.
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XIX. 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. 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.
XX. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall
constitute an original and both of which, collectively, shall constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the _____ day of
October, 1995.
XXXXXXXXXXX MANAGEMENT CORPORATION
By:___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
ADVISORS
By: XXXXXXXXXXX FINANCIAL CORP.,
a general partner
By:____________________________________
Name:
Title:
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