Exhibit A
INVESTMENT ADVISORY AGREEMENT FOR SUBADVISER
AGREEMENT made as of the __ day of _______, 1999 by and among XXXXX,
XXXX & XXXXX, L.L.C., a New York limited liability company (the "Investment
Adviser"), XXXXX, XXXX & XXXXX INTERNATIONAL FUND, a Massachusetts business
trust (the "Fund"), and Robeco Institutional Asset Management US Inc., a
Delaware Corporation (the "Subadviser").
The Fund is an open-end, management investment company, registered
under the U.S. Investment Company Act of 1940, as amended (the "1940 Act"). The
Investment Adviser and the Subadviser are investment advisers registered under
the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). The
Investment Adviser is also a broker-dealer registered under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to authority granted the Investment Adviser by the Fund's
Trustees and pursuant to the provisions of the Investment Advisory Agreement
currently in effect between the Investment Adviser and the Fund, the Investment
Adviser has selected the Subadviser to act as a sub-investment adviser of the
Fund and to provide certain other services, as more fully set forth below, and
the Subadviser is willing to act as such sub-investment adviser and to perform
such services under the terms and conditions hereinafter set forth. Accordingly,
the Investment Adviser and the Fund agree with the Subadviser as follows:
1. The Subadviser will regularly provide the Fund with advice
concerning the investment management of that portion of the Fund's portfolio
designated by the Investment Adviser (the "International Portfolio"), which
advice shall be consistent with the investment objectives and policies of the
Fund as set forth in the Fund's Prospectus and Statement of Additional
Information, and any investment guidelines or other instructions received in
writing from the Investment Adviser. The Subadviser will determine what
securities shall be purchased or held or sold for the International Portfolio
subject always to the provisions of the Fund's Declaration of Trust and By-laws
and the 1940 Act, and to the investment objectives, policies and restrictions
(including, without limitation, the requirements of Subchapter M of the U.S.
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), for
qualification as a regulated investment company) of the Fund, as each of the
same shall be from time to time in effect as set forth in the Fund's Prospectus
and Statement of Additional Information, or in any investment guidelines or
other instructions received in writing from the Investment Adviser, and subject,
further, to such policies, procedures and instructions as the Board of Trustees
may from time to time establish and deliver to the Subadviser. The Investment
Adviser shall provide the Subadviser with written statements of such Declaration
of Trust, By-laws, investment objectives, policies, procedures and restrictions,
and instructions, as in effect from time to time. The Subadviser shall have no
responsibility for actions taken in reliance on any such documents.
A-1
The Investment Adviser shall oversee the management of the
International Portfolio by the Subadviser. The Investment Adviser shall manage
directly, and the Subadviser shall not be responsible for the management of, any
portion of the Fund's portfolio not designated as part of the International
Portfolio. The Investment Adviser shall determine on a continuous basis, upon
consultation with the Subadviser, the allocation of the Fund's assets between
the U.S. and non-U.S. countries. The Subadviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Fund,
except as otherwise provided herein or as may be necessary for the Subadviser to
supply to the Investment Adviser, the Fund or its Trustees the information
required to be supplied under this Agreement.
In the performance of the Subadviser's duties hereunder, the Subadviser
is and shall be an independent contractor and unless otherwise expressly
provided herein or otherwise authorized in writing, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed to be an agent
of the Fund or of the Investment Adviser. The Subadviser will make its officers
and employees available to meet with the Fund's officers and Trustees at least
quarterly on due notice to review the investments and investment program of the
Fund in the light of current and prospective economic and market conditions.
2. The Subadviser will bear its own costs of providing services
hereunder. Other than as herein specifically indicated, the Subadviser shall not
be responsible for the Fund's expenses, including brokerage and other expenses
incurred in placing orders for the purchase and sale of securities.
Specifically, the Subadviser will not be responsible for expenses of the Fund
including, but not limited to, the following: legal expenses; auditing and
accounting expenses; expenses of maintaining the books and records relating to
the Fund, including computation of the Fund's daily net asset value per share
and dividends; interest, taxes, governmental fees and membership dues; fees of
custodians, transfer agents, registrars or other agents; expenses of preparing
share certificates; expenses relating to the redemption or repurchase of the
Fund's shares; expenses of registering and qualifying Fund shares for sale under
applicable federal and state law; expenses of preparing, setting in print,
printing and distributing prospectuses, reports, notices and dividends to the
Fund's shareholders; cost of stationery; costs of shareholder meetings and other
meetings of the Fund; fees of the Fund's trustees and salaries of any officers
or employees of the Fund; and the Fund's pro rata portion of premiums on any
fidelity bond and other insurance covering the Fund and its officers and
trustees. The Fund shall reimburse the Subadviser for any such expenses or other
expenses of the Fund, as may be reasonably incurred by such Subadviser on the
Fund's behalf. The Subadviser shall keep and supply to the Fund and the
Investment Adviser adequate records of all such expenses.
3. For all investment management services to be rendered hereunder, the
Investment Adviser will pay the Subadviser an annual fee, payable quarterly,
which varies in accordance with the average daily net assets of the Fund. The
annual subadvisory fee shall equal on an annual basis 40% of the advisory fee
paid by the Fund to the Investment Adviser. For any period less than a full
fiscal quarter during which this Agreement is in effect, the subadvisory fee
shall be prorated according to the proportion which such period bears to a full
fiscal quarter. The Fund shall have no responsibility for the subadvisory fee
payable to the Subadviser.
A-2
For purposes hereof, the value of net assets of the Fund shall be
computed in the manner specified in the Fund's Prospectus and Statement of
Additional Information for the computation of the value of the net assets of the
Fund in connection with the determination of net asset value of its shares. On
any day that the net asset determination is suspended as specified in the Fund's
Prospectus, the net asset value for purposes of calculating the subadvisory fee
shall be calculated as of the date last determined.
In the event that the advisory fee payable by the Fund to the
Investment Adviser shall be reduced, the amount payable to the Subadviser shall
be likewise reduced by a proportionate amount.
4. In connection with purchases or sales of portfolio securities for
the account of the Fund, neither the Subadviser nor any of its partners,
directors, officers or employees will act as a principal or agent or receive
directly or indirectly any compensation in connection with the purchase or sale
of investment securities by the Fund, other than the compensation provided for
in this Agreement. The Subadviser, or its agent, shall arrange for the placing
of all orders for the purchase and sale of non-U.S. portfolio securities for the
International Portfolio with brokers or dealers selected by the Subadviser,
provided that the Subadviser shall not be responsible for brokerage commissions.
In the selection of such brokers or dealers and the placing of such orders, the
Subadviser is directed at all times to seek for the Fund the most favorable
execution and net price available. Neither the Subadviser nor any affiliate of
the Subadviser shall act as principal or receive directly or indirectly any
compensation in connection with the purchase or sale of investment securities by
the Fund, other than compensation provided for in this Agreement or in the
Investment Advisory Agreement of the Fund, and such brokerage commissions as are
permitted by the 1940 Act, it being contemplated that certain affiliates of the
Subadviser may act as the primary broker for the Fund in the purchase and sale
of portfolio securities on non-U.S. securities markets and that the Investment
Adviser will act as broker for the Fund in any orders for purchase and sale of
portfolio securities within the U.S. The Subadviser agrees that all transactions
effected through brokers affiliated with the Subadviser shall be effected in
compliance with the written procedures established from time to time by the
Board of Trustees of the Fund pursuant to Rule 17e-1 under the 1940 Act and Rule
11a2-2(T) of the Exchange Act, if applicable, copies of which shall be provided
to the Subadviser by the Investment Adviser.
5. It is also understood that it is desirable for the Fund that the
Subadviser have access to supplemental investment and market research and
security and economic analyses provided by certain brokers who may execute
brokerage transactions at higher commissions to the Fund than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Subadviser is authorized to place
orders for the purchase and sale of securities for the Fund with such certain
brokers, subject to review by the Fund's Trustees from time to time with respect
to the extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Subadviser in connection
A-3
with its services to other clients. If any occasion should arise in which the
Subadviser gives any advice to its clients concerning the shares of the Fund,
the Subadviser will act solely as investment counsel for such clients and not in
any way on behalf of the Fund. The Subadviser's services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is understood that
the Subadviser may render investment advice, management and other services to
others.
The Subadviser will advise the Fund's custodian and the Investment
Adviser on a prompt basis of each purchase and sale of a portfolio security,
specifying the name of the issuer, the description and amount or number of
shares of the security, the market price, commission and gross or net price,
trade date, settlement date and identity of the executing broker or dealer, and
such other information as may be reasonably required. From time to time as the
Trustees of the Fund or the Investment Adviser may reasonably request, the
Subadviser will furnish to the Fund's officers and to each of its Trustees, at
the Subadviser's expense, reports on portfolio transactions and reports on
issues of securities held in the portfolio, all in such detail as the Fund or
the Investment Adviser may reasonably request.
6. The Subadviser will not be liable for any loss sustained by reason
of the adoption of any investment policy or the purchase, sale, or retention of
any security on the recommendation of the Subadviser, whether or not such
recommendation shall have been based upon its own investigation and research or
upon investigation and research made by any other individual, firm or
corporation, if such recommendation shall have been made and such other
individual, firm, or corporation shall have been selected, with due care and in
good faith; but nothing herein contained will be construed to protect the
Subadviser against any liability to the Investment Adviser, the Fund or its
shareholders 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 under this Agreement.
The Subadviser may consult with legal counsel (who may be counsel to
the Fund, the Board of Trustees or the Investment Adviser) concerning any
questions that may arise with reference to its duties under this Agreement or
the Fund's Declaration of Trust and By-laws, and the opinion of such counsel
shall be full and complete protection in respect of any action taken or omitted
by the Subadviser hereunder in good faith and in accordance with such opinion.
7. This Agreement shall remain in force until _______________, 2001 and
from year to year thereafter, but only so long as each such continuance, and the
continuance of the Investment Adviser as investment adviser of the Fund, is
specifically approved at least annually by the vote of a majority of the
Trustees who are not interested persons of the Subadviser or the Investment
Adviser of the Fund, cast in person at a meeting called for the purpose of
voting on such approval or by a vote of a majority of the outstanding voting
securities of the Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may, on 60 days' written notice, be terminated at any time
A-4
without the payment of any penalty, (a) by the Fund, by the Board of Trustees,
or by vote of a majority of the outstanding voting securities of the Fund, (b)
by the Investment Adviser or (c) by the Subadviser. This Agreement shall
automatically terminate in the event of its assignment. In interpreting the
provisions of this Agreement, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "interested person," "assignment" and
"majority of the outstanding voting securities"), as from time to time amended,
shall be applied, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order.
8. No provisions 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 amendment of this Agreement shall be effective until approved in
accordance with the applicable requirements of the 1940 Act.
It shall be the responsibility of the Subadviser to furnish to the
Trustees of the Fund such information as may reasonably be necessary in order
for such Trustees to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to paragraphs 7 or 8 hereof.
9. The Subadviser will conform its conduct in accordance with and will
ensure that the International Portfolio conforms with the 1940 Act and all rules
and regulations thereunder, the requirements for qualification as a regulated
investment company of Subchapter M of the Internal Revenue Code, all other
applicable federal and state laws and regulations, and with the provisions of
the Registration Statement as amended or supplemented, of the Fund under the
U.S. Securities Act of 1933, as amended, and the 1940 Act.
10. The Subadviser has reviewed the Registration Statement of the Fund
as filed with the Securities and Exchange Commission and represents and warrants
that with respect to disclosure about the Subadviser or information relating
directly or indirectly to the Subadviser, such Registration Statement contains,
as of the date hereof, no untrue statement of any material fact and does not
omit any statement of material fact that was required to be stated therein or
was necessary to make the statements contained therein not misleading. The
Subadviser further represents and warrants that it is an investment adviser
registered under the Advisers Act.
11. Except to the extent preempted by U.S. federal law, this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York and, by executing this Agreement, the Subadviser consents to the
service of process in the State of New York and consents to the jurisdiction of
any U.S. federal or New York State court sitting in the borough of Manhattan,
City of New York, New York.
A-5
12. It is understood and expressly stipulated that neither the holders
of shares of the Fund nor the Trustees shall be personally liable hereunder. All
persons dealing with the Fund must look solely to the property of the Fund for
the enforcement of any claims against the Fund. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
A-6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
XXXXX, XXXX & XXXXX INTERNATIONAL
FUND
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
ROBECO INSTITUTIONAL ASSET
MANAGEMENT US INC.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
XXXXX, XXXX & XXXXX, L.L.C.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
A-7
