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EXHIBIT 99.B5(a)(ii)
SUB-ADVISORY CONTRACT
Asset Allocation Fund
a portfolio of
OVERLAND EXPRESS FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
January 1, 1996
Barclays Global Fund Advisors
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement by and among Xxxxx Fargo Bank, N.A.
(the "Adviser"), Overland Express Funds, Inc. (the "Company"), on behalf of the
Asset Allocation Fund (the "Fund"), and Barclays Global Fund Advisors (the
"Sub-Adviser") as follows:
1. The Company is a registered open-end management investment
company currently consisting of a number of investment portfolios, but which
may from time to time consist of a greater or lesser number of investment
portfolios. The Company proposes to engage in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the Company's currently
effective Registration Statement, as amended from time to time (the
"Registration Statement"), filed by the Company under the Investment Company
Act of 1940 (the "Act") and the Securities Act of 1933. Copies of the
Registration Statement have been furnished to the Sub-Adviser. Any amendments
to the Registration Statement shall be furnished to the Sub-Adviser promptly.
2. The Company has engaged the Adviser to manage the investing
and reinvesting of the assets of the Fund and to provide the advisory services
specified elsewhere in the Amended Advisory Contract between the Company and
the Adviser, dated September 1, 1994, subject to the overall supervision of the
Board of Directors of the Company. Pursuant to an administration agreement
between the Company, on behalf of the Fund, and an administrator (the
"Administrator"), the Company has engaged the Administrator to provide the
administrative services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform for
the Fund certain advisory services and the Sub-Adviser hereby accepts such
employment. The Adviser shall retain the authority to establish and modify,
from time to time, the investment strategies and approaches to be followed by
the Sub-Adviser, subject, in all respects, to the supervision and direction of
the Company's Board of Directors and subject to compliance with the investment
objectives, policies and restrictions set forth in the Registration Statement.
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(b) Subject to the overall supervision and control of the
Adviser and the Company, the Sub-Adviser shall be responsible for investing and
reinvesting the Fund's assets in a manner consistent with the investment
strategies and approaches referenced in subparagraph (a) above. In this
regard, the Sub-Adviser, in accordance with the investment objectives, policies
and restrictions set forth in the Registration Statement, the Act and the
provisions of the Internal Revenue Code of 1986 relating to regulated
investment companies, shall be responsible for implementing and monitoring the
performance of the investment model employed with respect to the Fund and shall
furnish to the Adviser periodic reports on the investment activity and
performance of the Fund. The Sub-Adviser shall also furnish such additional
reports and information as the Adviser and the Company's Board of Directors and
officers shall reasonably request.
(c) The Sub-Adviser shall, at its expense, employ or associate
with itself such persons as the Sub-Adviser believes appropriate to assist it
in performing its obligations under this contract.
4. The Adviser shall be responsible for the fees paid to the
Sub-Adviser for its services hereunder. The Sub-Adviser agrees that it shall
have no claim against the Company or the Fund respecting compensation under
this contract. In consideration of the services to be rendered by the
Sub-Adviser under this contract, the Adviser shall pay the Sub-Adviser a fee on
the first business day of each calendar month, at the annual rate of 0.20% of
the average daily value (as determined on each day that such value is
determined for the Fund at the time set forth in the Registration Statement for
determining net asset value per share) of the Fund's net assets during the
preceding month. The Sub-Adviser will also receive an annual fee from the
Adviser of $60,000 payable in monthly installments. If the fee payable to the
Sub-Adviser pursuant to this Paragraph 4 begins to accrue on a day after the
first day of any month or if this contract terminates before the end of any
month, the fee for the period from the effective date to the end of the month
or from the beginning of that month to the termination date, shall be prorated
according to the proportion that such period bears to the full month in which
the effectiveness or termination occurs. For purposes of calculating the
monthly fee, the value of the Fund's net assets shall be computed in the manner
specified in the Registration Statement and the Company's Articles of
Incorporation for the computation of the value of the Fund's net assets in
connection with the determination of the net asset value of Fund shares.
5. The Sub-Adviser shall give the Company the benefit of the
Sub-Adviser's best judgment and efforts in rendering services under this
contract. As consideration and as an inducement to the Sub-Adviser's
undertaking to render these services, the Company and the Adviser agree that
the Sub-Adviser shall not be liable under this contract for any mistake in
judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this contract shall be deemed to protect or purport to
protect the Sub-Adviser against any liability to the Adviser, the Company or
its shareholders to which the Sub-Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties under this contract or by reason of reckless disregard of
its obligations and duties hereunder.
6. This contract shall become effective as of its execution date
and shall thereafter continue in effect, provided that this contract shall
continue in effect for a period of more than two years from the date hereof
only so long as the continuance is specifically approved at least annually (a)
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by the vote of a majority of the Fund's outstanding voting securities (as
defined in the Act) or by the Company's Board of Directors and (b) by the vote,
cast in person at a meeting called specifically for the purpose of continuing
this Sub-Advisory Contract, of a majority of the Company's Directors who are
not parties to this contract or "interested persons" (as defined in the Act) of
any such party. This contract may be terminated, upon 60 days' written notice
to the Sub-Adviser, by the Company, without the payment of any penalty, by a
vote of a majority of the Fund's outstanding voting securities (as defined in
the Act) or by a vote of a majority of the Company's entire Board of Directors.
The Sub-Adviser may terminate this contract on 60 days' written notice to the
Company. This contract shall terminate automatically in the event of its
assignment (as defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, firm, individual or association.
8. The Sub-Adviser and the Company each agree that the phrase
"Overland Express", which comprises a component of the Company's name, is a
property right of the parent of the Adviser. The Company and the Sub-Adviser
agree and consent that the use of such phrase is subject to the provisions set
forth in the Advisory Contract between the Adviser and the Company.
9. This contract shall be governed by and construed in accordance
with the laws of the State of California without giving effect to the choice of
law provisions thereof.
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If the foregoing correctly sets forth the agreement between the
Company, the Adviser and the Sub-Adviser, please so indicate by signing and
returning to the Company the enclosed copy hereof.
Very truly yours,
XXXXX FARGO BANK, N.A.
By : /s /Xxxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxxxx
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Title: Vice President
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ACCEPTED as of the date
set forth above:
OVERLAND EXPRESS FUNDS, INC.
on behalf of the Asset Allocation Fund
By: /s/Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
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Title: Chief Operating Officer, Secretary and Treasurer
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BARCLAYS GLOBAL FUND ADVISORS
Name: /s/Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
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Title:
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Principal
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