Xxxx Xxxxx Partners Large Cap Value Fund Inc.
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT ("Agreement")
is made this 1st day of August, 2006, by
and between Xxxx Xxxxx Partners Fund Advisor,
LLC, a Delaware limited liability company
(the "Manager"), and CAM North America LLC,
a Delaware limited liability company (the "Subadviser").
WHEREAS, the Manager has been retained by
Xxxx Xxxxx Partners Funds, Inc. (the "Corporation"),
a registered management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act")
to provide investment advisory, management, and
administrative services to the Corporation with
respect to certain series of the Corporation; and
WHEREAS, the Manager wishes to engage the
Subadviser to provide certain investment
advisory services to the Corporation with
respect to the series of the Corporation
designated in Schedule A annexed hereto
(the "Fund") and Subadviser is willing to
furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the
promises and mutual covenants herein contained,
it is agreed as follows:
0.Xx accordance with and subject to the
Management Agreement between the Corporation
and the Manager with respect to the Fund
(the "Management Agreement"), the Manager
hereby appoints the Subadviser to act as
Subadviser with respect to the Fund for
the period and on the terms set forth in
this Agreement. The Subadviser accepts
such appointment and agrees to render the
services herein set forth, for the
compensation herein provided.
2.The Manager shall cause the Subadviser to
be kept fully informed at all times with
regard to the securities owned by the Fund,
its funds available, or to become available,
for investment, and generally as to the
condition of the Fund's affairs. Manager
shall furnish the Subadviser with such other
documents and information with regard to the
Fund's affairs as the Subadviser may from time
to time reasonably request.
3.(a)Subject to the supervision of the Corporation's
Board of Directors (the "Board") and the Manager,
the Subadviser shall regularly provide the Fund
with respect to such portion of the Fund's assets
as shall be allocated to the Subadviser by the
Manager from time to time (the "Allocated Assets")
with investment research, advice, management and
supervision and shall furnish a continuous
investment program for the Allocated Assets
consistent with the Fund's investment objectives,
policies and restrictions, as stated in the Fund's
current Prospectus and Statement of Additional
Information. The Subadviser shall, with respect
to the Allocated Assets, determine from time to
time what securities and other investments will be
purchased, retained, sold or exchanged by the Fund
and what portion of the Allocated Assets will be
held in the various securities and other investments
in which the Fund invests, and shall implement those
decisions, all subject to the provisions of the
Corporation's Articles of Incorporation and By-Laws
(collectively, the "Governing Documents"), the 1940 Act,
and the applicable rules and regulations promulgated
thereunder by the Securities and Exchange Commission
(the "SEC") and interpretive guidance issued thereunder
by the SEC staff and any other applicable federal and
state law, as well as the investment objectives,
policies and restrictions of the Fund referred to
above, and any other specific policies adopted by
the Board and disclosed to the Subadviser. The
Subadviser is authorized as the agent of the
Corporation to give instructions with respect
to the Allocated Assets to the custodian of the
Fund as to deliveries of securities and other
investments and payments of cash for the account
of the Fund. Subject to applicable provisions of
the 1940 Act, the investment program to be
provided hereunder may entail the investment
of all or substantially all of the assets of
a Fund in one or more investment companies.
The Subadviser will place orders pursuant to
its investment determinations for the Fund
either directly with the issuer or with any
broker or dealer, foreign currency dealer,
futures commission merchant or others selected
by it. In connection with the selection of such
brokers or dealers and the placing of such
orders, subject to applicable law, brokers or
dealers may be selected who also provide
brokerage and research services (as those t
erms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended
(the "Exchange Act")) to the Funds 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 a Fund which 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 which
the Subadviser and its affiliates have with respect
to accounts over which they exercise investment
discretion. The Board may adopt policies and procedures
that modify and restrict the Subadviser's authority
regarding the execution of the Fund's portfolio transactions
provided herein. The Subadviser shall exercise voting rights,
rights to consent to corporate action and any other rights
pertaining to the Allocated Assets subject to such direction
as the Board may provide, and shall perform such other
functions of investment management and supervision as
may be directed by the Board.
(b)The Fund hereby authorizes any entity or person
associated with the Subadviser which is a member of a
national securities exchange to effect any transaction
on the exchange for the account of the Fund which is
permitted by Section 11(a) of the Exchange Act and
Rule 11a2-2(T) thereunder, and the Fund hereby
consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(2)
(iv). Notwithstanding the foregoing, the Subadviser
agrees that it will not deal with itself, or with
members of the Board or any principal underwriter
of the Fund, as principals or agents in making purchases
or sales of securities or other property for the account
of a Fund, nor will it purchase any securities from an
underwriting or selling group in which the Subadviser or
its affiliates is participating, or arrange for purchases
and sales of securities between a Fund and another account
advised by the Subadviser or its affiliates, except in each
case as permitted by the 1940 Act and in accordance with
such policies and procedures as may be adopted by a Fund
from time to time, and will comply with all other provisions
of the Governing Documents and the Fund's then-current
Prospectus and Statement of Additional Information relative
to the Subadviser and its directors and officers.
4.The Subadviser may delegate to any other one or more
companies that the Subadviser controls, is controlled by,
or is under common control with, or to specified employees
of any such companies, certain of the Subadviser's duties
under this Agreement, provided in each case the Subadviser
will supervise the activities of each such entity or employees
thereof, that such delegation will not relieve the Subadviser
of any of its duties or obligations under this Agreement and
provided further that any such arrangements are entered into
in accordance with all applicable requirements of the 1940 Act.
5.The Subadviser agrees that it will keep records relating
to its services hereunder in accordance with all applicable
laws, and in compliance with the requirements of Rule 31a-3
under the 1940 Act, the Subadviser hereby agrees that any
records that it maintains for the Fund are the property of
the Fund, and further agrees to surrender promptly to the
Fund any of such records upon the Fund's request. The
Subadviser further agrees to arrange for the preservation
of the records required to be maintained by Rule 31a-1
under the 1940 Act for the periods prescribed by Rule
31a-2 under the 1940 Act.
6.(a)The Subadviser, at its expense, shall supply the
Board, the officers of the Corporation, and the Manager
with all information and reports reasonably required by
them and reasonably available to the Subadviser relating
to the services provided by the Subadviser hereunder.
(b)The Subadviser shall bear all expenses, and shall
furnish all necessary services, facilities and personnel,
in connection with its responsibilities under this Agreement.
Other than as herein specifically indicated, the Subadviser
shall not be responsible for the Fund's expenses, including,
without limitation, advisory fees; distribution fees;
interest; taxes; governmental fees; voluntary assessments
and other expenses incurred in connection with membership
in investment company organizations; organization costs of
the Fund; the cost (including brokerage commissions,
transaction fees or charges, if any) in connection with
the purchase or sale of the Fund's securities and other
investments and any losses in connection therewith; fees
and expenses of custodians, transfer agents, registrars,
independent pricing vendors or other agents; legal expenses;
loan commitment fees; expenses relating to share certificates;
expenses relating to the issuing and redemption or repurchase
of the Fund's shares and servicing shareholder accounts;
expenses of registering and qualifying the Fund's shares
for sale under applicable federal and state law; expenses
of preparing, setting in print, printing and distributing
prospectuses and statements of additional information and
any supplements thereto, reports, proxy statements, notices
and dividends to the Fund's shareholders; costs of stationery;
website costs; costs of meetings of the Board or any
committee thereof, meetings of shareholders and other
meetings of the Fund; Board fees; audit fees; travel
expenses of officers, members of the Board and employees
of the Fund, if any; and the Fund's pro rata portion of
premiums on any fidelity bond and other insurance covering
the Fund and its officers, Board members and employees;
litigation expenses and any non-recurring or extraordinary
expenses as may arise, including, without limitation, those
relating to actions, suits or proceedings to which the Fund
is a party and the legal obligation which the Fund may have
to indemnify the Fund's Board members and officers with respect
thereto.
0.Xx member of the Board, officer or employee of the
Corporation or Fund shall receive from the Corporation
or Fund any salary or other compensation as such member
of the Board, officer or employee while he is at the same
time a director, officer, or employee of the Subadviser or
any affiliated company of the Subadviser, except as the
Board may decide. This paragraph shall not apply to Board
members, executive committee members, consultants and other
persons who are not regular members of the Subadviser's or
any affiliated company's staff.
0.Xx compensation for the services performed by the
Subadviser, including the services of any consultants
retained by the Subadviser, the Manager shall pay the
Subadviser out of the management fee it receives with
respect to the Fund, and only to the extent thereof,
as promptly as possible after the last day of each month,
a fee, computed daily at an annual rate set forth on Schedule
A annexed hereto. The first payment of the fee shall be made
as promptly as possible at the end of the month succeeding t
he effective date of this Agreement, and shall constitute
a full payment of the fee due the Subadviser for all services
prior to that date. If this Agreement is terminated as of any
date not the last day of a month, such fee shall be paid as
promptly as possible after such date of termination, shall
be based on the average daily net assets of the Fund or, if
less, the portion thereof comprising the Allocated Assets in
that period from the beginning of such month to such date of t
ermination, and shall be that proportion of such average daily
net assets as the number of business days in such period bears
to the number of business days in such month. The average daily
net assets of the Fund or the portion thereof comprising the
Allocated Assets shall in all cases be based only on business
days and be computed as of the time of the regular close of
business of the New York Stock Exchange, or such other time
as may be determined by the Board.
9.The Subadviser assumes no responsibility under this
Agreement other than to render the services called for
hereunder, in good faith, and shall not be liable for
any error of judgment or mistake of law, or for any loss
arising out of any investment or for any act or omission
in the execution of securities transactions for a Fund,
provided that nothing in this Agreement shall protect the
Subadviser against any liability to the Manager or the
Fund to which the Subadviser would otherwise be subject
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
hereunder. As used in this Section 9, the term "Subadviser"
shall include any affiliates of the Subadviser performing
services for the Corporation or the Fund contemplated hereby
and the partners, shareholders, directors, officers and
employees of the Subadviser and such affiliates.
10.Nothing in this Agreement shall limit or restrict the
right of any director, officer, or employee of the
Subadviser who may also be a Board member, officer,
or employee of the Corporation or the Fund, to engage
in any other business or to devote his time and attention
in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar
nature, nor to limit or restrict the right of the Subadviser
to engage in any other business or to render services of
any kind, including investment advisory and management
services, to any other fund, firm, individual or association.
If the purchase or sale of securities consistent with the
investment policies of a Fund or one or more other accounts
of the Subadviser is considered at or about the same time,
transactions in such securities will be allocated among the a
ccounts in a manner deemed equitable by the Subadviser. Such
transactions may be combined, in accordance with applicable
laws and regulations, and consistent with the Subadviser's
policies and procedures as presented to the Board from
time to time.
11.For the purposes of this Agreement, the Fund's "net assets"
shall be determined as provided in the Fund's then-current
Prospectus and Statement of Additional Information and the
terms "assignment," "interested person," and "majority of
the outstanding voting securities" shall have the meanings
given to them by Section 2(a) of the 1940 Act, subject to
such exemptions as may be granted by the SEC by any rule,
regulation or order.
12.This Agreement will become effective with respect
to the Fund on the date set forth opposite the Fund's
name on Schedule A annexed hereto, provided that it
shall have been approved by the Corporation's Board
and, if so required by the 1940 Act, by the shareholders
of the Fund in accordance with the requirements of the
1940 Act and, unless sooner terminated as provided herein,
will continue in effect through November 30, 2007.
Thereafter, if not terminated, this Agreement shall
continue in effect with respect to the Fund, so long
as such continuance is specifically approved at least annually
(i) by the Board or
(ii) by a vote of a majority of the outstanding voting
securities of the Fund, provided that in either event
the continuance is also approved by a majority of the Board
members who are not interested persons of any party to this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval.
13.This Agreement is terminable with respect to the Fund
without penalty by the Board or by vote of a majority of
the outstanding voting securities of the Fund, in each case
on not more than 60 days' nor less than 30 days' written
notice to the Subadviser, or by the Subadviser upon not
less than 90 days' written notice to the Fund and the Manager,
and will be terminated upon the mutual written consent of the
Manager and the Subadviser. This Agreement shall terminate
automatically in the event of its assignment by the Subadviser
and shall not be assignable by the Manager without the
consent of the Subadviser.
14.The Subadviser agrees that for any claim by it
against the Fund in connection with this Agreement
or the services rendered under this Agreement, it
shall look only to assets of the Fund for satisfaction
and that it shall have no claim against the assets of
any other portfolios of the Corporation.
00.Xx provision 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 material
amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of
the holders of a majority of the Fund's outstanding
voting securities.
16.This Agreement, and any supplemental terms
contained on Annex I hereto, if applicable,
embodies the entire agreement and understanding
between the parties hereto, and supersedes all
prior agreements and understandings relating to
the subject matter hereof. Should any part of
this Agreement 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 on and shall inure
to the benefit of the parties hereto and their
respective successors.
17.This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the
laws of the State of New York.
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers thereunto duly authorized.
XXXX XXXXX PARTNERS FUND ADVISOR, LLC
By: _______________________________
Name:
Title:
CAM NORTH AMERICA LLC
By: _______________________________
Name:
Title:
The foregoing is acknowledged:
The undersigned officer of the Corporation has executed this
Agreement not individually but in his/her capacity as an officer
of the Corporation. The Corporation does not hereby undertake,
on behalf of the Fund or otherwise, any obligation to the Subadviser.
XXXX XXXXX PARTNERS FUNDS, INC.
By: _______________________________
Name:
Title:
ANNEX I
Not applicable.
SCHEDULE A
Xxxx Xxxxx Partners Large Cap Value Fund
Date:
August 1, 2006
Fee:
The sub-advisory fee will be 70% of the management fee paid to
Xxxx Xxxxx Partners Fund Advisor, LLC, net of expense
waivers and reimbursements.
