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EXHIBIT 99.B5(b)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 4th day of January, 1996, by and between XXXXXX
FINANCIAL SERVICES, INC., a Delaware corporation (the "Adviser") and DREMAN
VALUE ADVISORS, INC., a Delaware corporation (the "Sub-Adviser").
WHEREAS, XXXXXX VALUE PLUS GROWTH FUND, a Massachusetts business trust
(the "Fund") is an open-end management investment company registered under the
Investment Company Act of 1940, the shares of beneficial interest ("Shares") of
the initial series of which are registered under the Securities Act of 1933;
WHEREAS, the Fund has retained the Adviser to render to it investment
advisory and management services pursuant to an Investment Management
Agreement, dated January 4, 1996 (the "Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the Sub-Adviser to
render investment advisory and management services with respect to that portion
of the Fund's portfolio allocated to the Sub-Adviser by the Adviser for
management and the Sub-Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Adviser hereby employs the Sub-Adviser to manage the investment and
reinvestment of the assets of the Fund allocated by the Adviser in its sole
discretion to the Sub-Adviser for management in accordance with the applicable
investment objectives and policies and limitations and subject to the
supervision of the Adviser and the Board of Trustees of the Fund for the period
and upon the terms herein set forth, and to place orders for the purchase or
sale of portfolio securities for the Fund's account with brokers or dealers
selected by the Sub-Adviser; and, in connection therewith, the Sub-Adviser is
authorized as the agent of the Fund to give instructions to the Custodian of
the Fund as to the deliveries of securities and payments of cash for the
account of the Fund. In connection with the selection of such brokers or
dealers and the placing of such orders, the Sub-Adviser is directed to seek for
the Fund best execution of orders. Subject to such policies as the Board of
Trustees of the Fund determines, the Sub-Adviser shall not be deemed to have
acted unlawfully or to have breached any duty, created by this Agreement or
otherwise, solely by reason of its having caused the Fund to pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of
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the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Sub-Adviser 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 broker or dealer viewed in
terms of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the clients of the Sub-Adviser as to which the
Sub-Adviser exercises investment discretion. The Adviser recognizes that all
research services and research that the Sub-Adviser receives or generates are
available for all clients of the Sub-Adviser, and that the Fund and other
clients of the Sub-Adviser may benefit thereby. The investment of funds shall
be subject to all applicable restrictions of the Agreement and Declaration of
Trust and By-Laws of the Fund as may from time to time be in force.
The Sub-Adviser accepts such employment and agrees during such period to
render such investment management services, to furnish related office
facilities and equipment and clerical, bookkeeping and administrative services
for the Fund, to permit any of its officers or employees to serve without
compensation as trustees or officers of the Fund if elected to such positions
and to assume the obligations herein set forth for the compensation herein
provided. The Sub-Adviser shall for all purposes herein provided be deemed to
be an independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Fund or the
Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.
It is understood and agreed that the Sub-Adviser, by separate agreements with
the Fund, may also serve the Fund in other capacities.
2. In the event that the Fund establishes one or more additional series with
respect to which the Adviser desires to retain the Sub-Adviser to render
investment advisory and management services hereunder, the Adviser shall notify
the Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing whereupon such series shall
become subject to this agreement.
3. For the services and facilities described in Section 1, the Adviser will
pay to the Sub-Adviser at the end of each calendar month, a sub-advisory fee
computed at an annual rate of .25 of 1% of the Fund's average daily net assets.
The fee as computed above shall be computed separately for, and charged as
an expense of, each series of the Fund based upon the average daily net assets
of such series. For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect during the month and
year, respectively.
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4. The services of the Sub-Adviser under this Agreement are not to be deemed
exclusive, and the Sub-Adviser shall be free to render similar services or
other services to others so long as its services hereunder are not impaired
thereby.
5. The Sub-Adviser shall arrange, if desired by the Fund, for officers or
employees of the Sub-Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund if duly elected or appointed to such
positions and subject to their individual consent and to any limitations
imposed by law.
6. The net asset value for each series of the Fund shall be calculated in
accordance with the provisions of the Fund's prospectus or as the trustees may
determine in accordance with the provisions of the Investment Company Act of
1940. On each day when net asset value is not calculated, the net asset value
of a series shall be deemed to be the net asset value of such series as of the
close of business on the last day on which such calculation was made for the
purpose of the foregoing computations.
7. Subject to applicable statutes and regulations, it is understood that
certain trustees, officers or agents of the Fund are or may be interested in
the Sub-Adviser as officers, directors, agents, shareholders or otherwise, and
that the officers, directors, shareholders and agents of the Sub-Adviser may be
interested in the Fund otherwise than as a trustee, officer or agent.
8. The Sub-Adviser shall not be liable for any error of judgment or of law or
for any loss suffered by the Fund or the Adviser in connection with the matters
to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in
the performance of its obligations and duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
9. This Agreement shall become effective with respect to the initial series
of the Fund on the date hereof and shall remain in full force until March 1,
1997, unless sooner terminated as hereinafter provided. This Agreement shall
continue in force from year to year thereafter with respect to each series, but
only as long as such continuance is specifically approved for each series at
least annually in the manner required by the Investment Company Act of 1940 and
the rules and regulations thereunder; provided, however, that if the
continuation of this Agreement is not approved for a series, the Sub-Adviser
may continue to serve in such capacity for such Portfolio in the manner and to
the extent permitted by the Investment Company Act of 1940 and the rules and
regulations thereunder.
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This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management Agreement and
may be terminated at any time with respect to any series without the payment of
any penalty by the Adviser or by the Sub-Adviser on sixty (60) days written
notice to the other party. The Fund may effect termination with respect to any
series without payment of any penalty by action of the Board of Trustees or by
vote of a majority of the outstanding voting securities of such series on sixty
(60) days written notice to the Adviser and the Sub-Adviser.
This Agreement may be terminated with respect to any series at any time
without the payment of any penalty by the Board of Trustees of the Fund, by
vote of a majority of the outstanding voting securities of such series or by
the Adviser in the event that it shall have been established by a court of
competent jurisdiction that the Sub-Adviser or any officer or director of the
Sub-Adviser has taken any action which results in a breach of the covenants of
the Sub-Adviser set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the Investment Company Act of
1940 and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 3 earned prior to such termination.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
11. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
12. This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of Illinois.
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13. This Agreement is the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements between the parties
relating to the subject matter hereof.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
XXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
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ATTEST:
/s/ Xxxxxx X. Xxxxxxx
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Title: Secretary
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DREMAN VALUE ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Executive Vice President
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ATTEST:
/s/ Xxxxx X. Xxxxxxxxxxx
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Title: Secretary
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