SUBADVISORY AGREEMENT
AGREEMENT made as of June 10, 1991 by and between Xxxxx, Xxxxxx
Advisers, Inc., a Delaware corporation
(hereinafter called the "Manager") and Xxxxx Xxxxxx Global Capital
Management, Inc., a Delaware corporation
(hereinafter called the "Subadviser").
WITNESSETH:
WHEREAS, the Manager desires to retain the services of the Subadviser with
respect to the selection,
acquisition, holding and the disposal of securities of the
Global Government Bond Portfolio (the "Portfolio") of
Xxxxx Xxxxxx World Funds, Inc. (the "Fund"),
WHEREAS, the Subadviser is registered as an investment adviser
under the Investment Advisers Act of 1940, and
WHEREAS, the Subadviser is willing to perform such services on the terms
and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, it is agreed as follows:
1. The Subadviser, at its own expense, undertakes to afford to the
Manager, the advice and assistance of its
organization with respect to the selection, acquisition, holding and the
disposal of securities in connection with the
Manager's function so as to enable the Manager to fulfill its obligations
as Investment Manager to the Portfolio
pursuant to its Agreement with such Fund dated June 10, 1991.
The Subadviser shall continuously advise with
respect to the Portfolio's assets in a manner consistent with the investment
objective and policies of such Portfolio.
Subject to the general supervision of the Board of Directors of the
Fund and the Manager, the Subadviser
shall determine the securities to be purchased, sold or otherwise disposed of
by the Portfolio and the timing of such
purchases, sales and dispositions; shall take such further action,
including the placing of purchase and sale orders
on behalf of the Portfolio, as it shall deem necessary or
appropriate; shall furnish to or place at the disposal of the
Fund or the Manager such of the information, evaluations, analyses and
opinions formulated or obtained by it in
the discharge of its duties as the Fund or the Manager may,
from time to time reasonably request.
2. The Subadviser shall, at its own expense, maintain such staff and employ
or retain such personnel and
consult with such other persons as it shall from time to time determine
to be necessary or useful in the performance
of its obligations under this Agreement. Such persons employed or
otherwise retained by the Subadviser shall
furnish statistical and other factual data, advice regarding economic
factors and trends, and such other
information, advice and assistance as the Subadviser may desire.
The Subadviser shall maintain whatever records
as may be required to be maintained by the Subadviser under the
Investment Company Act of 1940. All such
records so maintained shall be made available to the Fund or the Manager,
upon request by the Fund or the Manager.
3. The Manager will, from time to time, furnish or otherwise make
available to the Subadviser such financial
reports, proxy statements and other information relating to the business
and affairs of the Portfolio as the
Subadviser may reasonably require in order to discharge its duties
and obligations hereunder or to comply with any
applicable law and regulations.
4. The Subadviser shall bear the cost of rendering the investment
advisory services to be performed by it
under this Agreement, and shall, at its own expense, pay the compensation
of the officers and employees, if any, of
the Fund, employed by the Subadviser, and such clerical help and
bookkeeping services as the Subadviser shall
reasonably require in performing its duties hereunder.
5. The services of the Subadviser to the Manager are not to
be deemed exclusive, the Subadviser being free to
render services to others and to engage in other activities.
6. The Manager shall pay the Subadviser for its services hereunder
on the basis of direct and indirect costs to
the Subadviser of performing such services. Indirect costs shall be
allocated on a basis mutually satisfactory to both parties.
7. This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its
assignment or in the event of the termination of the Management Agreement
between the Fund on behalf of the
Portfolio and the Manager, provided that such termination shall not
relieve either party of any liability incurred
hereunder. The term "assignment" for this purpose having the meaning
defined in Section 2(a)(4) of the Investment Company Act of 1940.
8. This Agreement may be terminated at any time, without the
payment of any penalty, (a) by the Board of
Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Portfolio as defined in the
Investment Company Act of 1940, by 60 days written notice addressed to
the Subadviser at its principal place of
business; or by the Manager by 60 days' written notice addressed to the
Subadviser at its principal place of
business; and (b) by the Subadviser by 60 days' written notice addressed
to the Manager at its principal place of business.
9. This Agreement shall continue in effect for a period of 2 years
from the date of its execution and thereafter
for successive annual periods, provided that such continuance is specifically
approved annually by a majority of the
Board of Directors who are not interested persons of the parties hereto
as defined in the Investment Company Act
of 1940 and either (a) the Board of Directors or (b) by vote of a
majority of the outstanding voting securities of the
Portfolio, as defined in the Investment Company Act of 1940.
10. The Subadviser assumes no responsibility under this agreement
other than to render the services called
for hereunder in good faith and shall not be responsible for any action
of the Fund in following or declining to
follow any advice or recommendation of the Subadviser. In the absence
of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on
the part of the Subadviser, the Subadviser
shall not be subject to liability to the Manager or to the Fund or to any
shareholder of the Fund 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date first above written by their officers thereunto
authorized.
XXXXX, XXXXXX ADVISERS, INC.
By:
XXXXX XXXXXX GLOBAL CAPITAL
MANAGEMENT, INC.
By:
