EXHIBIT 99.d.20
THE XXXXXXX FUNDS
XXXXXXX _____________ FUND
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT, made by and between XXXXXXX PARTNERS, INC., an Illinois
corporation (the "Investment Manager"), and _________________________________ ,
a ___________ company (the "Sub-Adviser").
WITNESSETH:
WHEREAS, THE XXXXXXX FUNDS, a Delaware business trust (the "Trust"), has
been organized and operates as an investment company registered under the
Investment Company Act of 1940 as amended (the "1940 Act") and engages in the
business of investing and reinvesting its assets in securities; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940 and engage in the
business of providing investment management services; and
WHEREAS, the Investment Manager and the Fund on behalf of the
________________ Fund series (the "Series") have entered into an agreement dated
as of _____________, 2000 (the "Investment Management Agreement") whereby the
Investment Manager provides investment advisory services to the Fund on behalf
of the Series; and
WHEREAS, the Investment Management Agreement permits the Investment Manager
to hire one or more sub-advisers to assist the Investment Manager in providing
investment advisory services to the Series;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. The Investment Manager hereby employs the Sub-Adviser, subject always
to the Investment Manager's control and supervision, to manage the investment
and reinvestment of that portion of the Series' portfolio as the Investment
Manager shall designate from time to time and to furnish the Investment Manager
with investment recommendations, asset allocation advice, research and other
investment services, subject to the direction of the Board and officers of the
Trust for the period and on the terms hereinafter set forth. The Sub-Adviser
hereby accepts such employment and agrees during such period to render the
services and assume the obligations herein set forth for the compensation herein
provided. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or represent the Trust in any way, or
in any way be deemed an agent of the Trust. The Sub-Adviser shall regularly
make decisions as to
what securities to purchase and sell on behalf of the Series, shall effect the
purchase and sale of investments in furtherance of the Series' objectives and
policies, and shall furnish the Board of Trustees of the Trust with such
information and reports regarding the Series' investments as the Investment
Manager deems appropriate or as the Trustees of the Trust may reasonably
request. The Sub-Adviser shall act in conformity with the Agreement and
Declaration and By-Laws of the Trust, and the Series' Prospectus and with the
instructions and directions of the Investment Manager and of the Board of
Trustees of the Trust and will conform to and comply with the requirements of
the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other
applicable federal and state laws and regulations consistent with the provisions
of Section 15(c) of the 1940 Act.
2. (a) Subject to the primary objective of obtaining the best available
prices and execution, the Sub-Adviser will place orders for the purchase and
sale of portfolio securities with such broker/dealers who provide statistical,
factual and financial information and services to the Trust, to the Investment
Manager, to the Sub-Adviser or to any other fund for which the Investment
Manager or Sub-Adviser provides investment advisory services and/or with
broker/dealers who sell shares of the Series or who sell shares of any other
fund for which the Investment Manager or Sub-Adviser provides investment
advisory services. Broker/dealers who sell shares of the funds for which the
Investment Manager or Sub-Adviser provides advisory services shall only receive
orders for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the Rules of the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Trust, the Sub-Adviser may ask the Trust on behalf
of the Series and the Trust on behalf of the Series may agree to pay a member of
an exchange, broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker or dealer would have charged for effecting that transaction, in such
instances where it and the Sub-Adviser have determined in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research services provided by such member, broker or dealer, viewed in terms
of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Series and to other funds and other
advisory accounts for which the Investment Manager or the Sub-Adviser exercises
investment discretion.
3. As compensation for the services to be rendered to the Series by the
Sub-Adviser under the provisions of this Agreement, the Investment Manager shall
pay to the Sub-Adviser a monthly fee equal to _______ of the fee paid to the
Investment Manager under the terms of the Investment Management Agreement.
If this Agreement is terminated prior to the end of any calendar month, the
sub-advisory fee shall be prorated for the portion of any month in which this
Agreement is in effect according to the proportion which the number of calendar
days during which the Agreement is in effect bears to the number of calendar
days in the month, and shall be payable within 10 days after the date of
termination.
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4. The services to be rendered by the Sub-Adviser to the Series under the
provisions of this Agreement are not to be deemed to be exclusive, and the Sub-
Adviser shall be free to render similar or different services to others so long
as its ability to render the services provided for in this Agreement shall not
be impaired thereby.
5. The Sub-Adviser, its directors, officers, employees, agents and
shareholders may engage in other businesses, may render investment advisory
services to other investment companies, or to any other corporation,
association, firm or individual, and may render underwriting services to the
Series or to any other investment company, corporation, association, firm or
individual.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
a reckless disregard of the performance of duties of the Sub-Adviser to the
Series, the Sub-Adviser shall not be subject to liability to the Series or to
any shareholder of the Series for any action 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, or otherwise.
7. (a) This Agreement shall be executed and become effective as of the
date written below. It shall continue in effect for a period of two years and
may be renewed thereafter only so long as such renewal and continuance is
specifically approved at least annually by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the Series and only if the
terms and the renewal hereof have been approved by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval.
(b) No amendment to the Agreement shall be effective for the Series
unless approved by: (i) a majority of the Trustees; and (ii) a majority of the
outstanding voting securities of the Series. Notwithstanding the foregoing, the
Agreement may be amended as to a particular Series without the approval of a
majority of the outstanding voting securities of the Series if the amendment
relates solely to a change that is permitted or not prohibited under federal
law, rule, regulation or SEC staff interpretation thereof to be made without
shareholder approval.
Notwithstanding the foregoing, this Agreement may be terminated as to a
Series by the Investment Manager or the Trust at any time, without the payment
of a penalty, on sixty days' written notice to the Sub-Adviser, of the
Investment Manager's or the Trust's intention to do so, in the case of the Trust
pursuant to action by the Board of Trustees of the Fund or pursuant to vote of a
majority of the outstanding voting securities of a particular Series. The Sub-
Adviser may terminate this Agreement at any time, without the payment of a
penalty on sixty days' written notice to the Investment Manager and the Trust of
its intention to do so. Upon termination of this Agreement, the obligations of
all the parties hereunder shall cease and terminate as of the date of such
termination, except for any obligation to respond for a breach of this Agreement
committed prior to such termination. This Agreement shall automatically
terminate in the event of its assignment. This Agreement shall automatically
terminate upon the termination of the Investment Management Agreement.
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8. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
9. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities;" "interested person;" and "assignment" shall
have the meanings defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
having it signed by their duly authorized officers as of the ____ day of
____________, 2000.
XXXXXXX PARTNERS, INC.
Attest:______________________________ By:_________________________________
Name: Name:
Title: Title:
____________________________________
(name of Sub-Adviser)
Attest:______________________________ By:_________________________________
Name: Name:
Title: Title:
Agreed to and accepted as of the day and year first above written:
THE XXXXXXX FUNDS
for the XXXXXXX _______________ FUND
Attest:______________________________ By:_________________________________
Name: Name:
Title: Title:
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