FORM OF SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
December 16, 2000
Xxxxxxxxx Xxxxxx, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We have entered into a Management Agreement with Xxxxxxxxx Xxxxxx Equity
Funds ("Trust"), with respect to several of its series ("Series"), as set forth
in Schedule A hereto, pursuant to which we are to act as investment adviser to
such Series. We hereby agree with you as follows:
1. You agree for the duration of this Agreement to furnish us with such
investment recommendations and research information, of the same type
as that which you from time to time provide to your employees for use
in managing client accounts, all as we shall reasonably request. In the
absence of willful misfeasance, bad faith or gross negligence in the
performance of your duties, or of the reckless disregard of your duties
and obligations hereunder, you shall not be subject to liability for
any act or omission or any loss suffered by any Series or its security
holders in connection with the matters to which this Agreement relates.
2. In consideration of your agreements set forth in paragraph 1 above, we
agree to pay you on the basis of direct and indirect costs to you of
performing such agreements. Indirect costs shall be allocated on a
basis mutually satisfactory to you and to us.
3. As used in this Agreement, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the meanings
given to them by Section 2(a)(4) and 2(a)(42), respectively, of the
Investment Company Act of 1940, as amended.
This Agreement shall terminate automatically in the event of
its assignment, or upon termination of the Management Agreement
between the Trust and the undersigned.
This Agreement may be terminated at any time, without the
payment of any penalty, (a) with respect to any Series by the Trustees
of the Trust or by vote of a majority of the outstanding securities of
such Series or by the undersigned on not less than sixty days' written
notice addressed to you at your principal place of business; and (b)
by you, without the payment of any penalty, on not less than thirty
nor more than sixty days' written notice addressed to the Trust and
the undersigned at the Trust's principal place of business.
This Agreement shall remain in full force and effect with
respect to each Series listed in Schedule A on the date hereof until
June 30, 2000 (unless sooner terminated as provided above) and from
year to year thereafter only so long as its continuance is approved in
the manner required by the Investment Company Act of 1940, as from
time to time amended.
Schedule A to this Agreement may be modified from time to time
to reflect the addition or deletion of a Series from the terms of this
Agreement. With respect to each Series added by execution of an
addendum to Schedule A, the term of this Agreement shall begin on the
date of such execution and, unless sooner terminated as provided
above, this Agreement shall remain in effect to June 30 of the year
following the year of execution and from year to year thereafter only
so long as its continuance is approved in the manner required by the
Investment Company Act of 1940, as from time to time amended.
If you are in agreement with the foregoing, please sign the
form of acceptance on the enclosed counterpart hereof and return the
same to us.
Very truly yours,
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: _________________________
President
The foregoing is hereby accepted as of the date first above written.
XXXXXXXXX XXXXXX, LLC
By: _____________________
XXXXXXXXX XXXXXX MANAGEMENT INC.
SUB-ADVISORY AGREEMENT
SCHEDULE A
The Series of Xxxxxxxxx Xxxxxx Equity Funds currently subject to this
Agreement are as follows:
Xxxxxxxxx Xxxxxx Century Fund
Xxxxxxxxx Xxxxxx Focus Fund
Xxxxxxxxx Xxxxxx Genesis Fund
Xxxxxxxxx Xxxxxx Guardian Fund
Xxxxxxxxx Xxxxxx International Fund
Xxxxxxxxx Xxxxxx Manhattan Fund
Xxxxxxxxx Xxxxxx Millennium Fund
Xxxxxxxxx Xxxxxx Partner Funds
Xxxxxxxxx Xxxxxx Regency Fund
Xxxxxxxxx Xxxxxx Socially Responsive Fund
Xxxxxxxxx Xxxxxx Technology Fund
Dated: December 16, 2000
