Exhibit (d)(5)
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this ___ day of __________, 2006 by and between American
Independence Financial Services, LLC (the "Adviser"), and Xxxxxx & Xxxxxx
Capital LLC (the "Sub-Adviser");
WHEREAS, the American Independence Funds Trust (the "Trust"), a Delaware
business trust, is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
consisting of several Funds of shares, each having its own investment policies;
and
WHEREAS, the Trust has retained American Independence Financial Services, LLC
("AIFS") to provide the Trust with business and asset management services for
the Financial Services (the "Fund"), subject to the control of the Trust's Board
of Trustees;
WHEREAS, the Trust has retained the Adviser to provide the Trust with business
and asset management services for the Fund;
WHEREAS, the Trust's agreement with the Adviser permits the Adviser to delegate
to other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render investment
management services to the Fund, and the Sub-Adviser is willing to render such
services;
NOW THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of Sub-Adviser. The Adviser employs the Sub-Adviser to manage the
investment and reinvestment of the Funds' assets and, with respect to such
assets, to continuously review, supervise, and administer the investment program
of the Fund, to determine in the Sub-Adviser's discretion the securities to be
purchased or sold, to provide the Adviser and the Trust with records concerning
the Sub-Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Adviser and to the Trust's officers and Trustees
concerning the Sub-Adviser's discharge of the foregoing responsibilities. The
Sub-Adviser shall discharge the foregoing responsibilities subject to the
Adviser's oversight and the control of the officers and the Trustees of the
Trust and in compliance with such policies as the Trustees may from time to time
establish, and in compliance with the objectives, policies, and limitations for
such Fund set forth in the Trust's current registration statement as amended
from time to time, and applicable laws and regulations. The Sub-Adviser accepts
such employment and agrees to render the services for the compensation specified
herein and to provide at its own expense the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein. The Sub-
Adviser will instruct the Trust's Custodian(s) to hold and/or transfer the
Fund's assets in accordance with Proper Instructions received from the
Sub-Adviser. (For this purpose, the term "Proper Instructions" shall have the
meaning(s) specified in the applicable agreement(s) between the Trust and its
custodians.) The Sub-Adviser will not be responsible for Trust expenses except
as specified in this Agreement.
2. Fund Transactions. The Sub-Adviser is authorized to select the brokers or
dealers (including, to the extent permitted by law and applicable Trust
guidelines, the Sub-Adviser or any of its affiliates) that will execute the
purchases and sales of Fund securities for the Fund and is directed to use its
best efforts to obtain the best net results with respect to brokers' commissions
and discounts as described in the Trust's current registration statement as
amended from time to time. In selecting brokers or dealers, the Sub-Adviser may
give consideration to factors other than price, including, but not limited to,
research services and market information. Any such services or information which
the Sub-Adviser receives in connection with activities for the Trust may also be
used for the benefit of other clients and customers of the Sub-Adviser or any of
its affiliates. The Sub-Adviser will promptly communicate to the Adviser and to
the officers and the Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
3. Compensation of the Sub-Adviser. For the services to be rendered by the
Sub-Adviser as provided in Sections 1 and 2 of this Agreement, the Adviser shall
pay to the Sub-Adviser compensation at the rate specified in Schedule A attached
hereto and made a part of this Agreement. Such compensation shall be paid to the
Sub-Adviser quarterly in arrears, and shall be calculated by applying the annual
percentage rate(s) as specified in the attached Schedule A to the average
month-end assets of the specified Fund during the relevant quarter. Solely for
the purpose of calculating the applicable annual percentage rates specified in
the attached Schedule(s), there shall be included such other assets as are
specified in said Schedule(s).
4. Other Services. At the request of the Trust or the Adviser, the Sub-Adviser
in its discretion may make available to the Trust office facilities, equipment,
personnel, and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Sub-Adviser and billed to the
Trust or the Adviser at a price to be agreed upon by the Sub-Adviser and the
Trust or the Adviser.
5. Reports. The Adviser (on behalf of the Trust) and the Sub-Adviser agree to
furnish to each other, if applicable, current prospectuses, proxy statements,
reports to shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may reasonably
request.
6. Status of Sub-Adviser. The services of the Sub-Adviser to the Trust are not
to be deemed exclusive, and the Sub-Adviser and its directors, officers,
employees and affiliates shall be free to render similar services to others so
long as its services to the Trust are not impaired thereby. The Sub-Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority
to act for or represent the Adviser or the Trust in any way or otherwise be
deemed an agent to the Adviser or the Trust.
7. Certain Records. Any records required to be maintained and preserved pursuant
to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act
which are prepared or maintained by the Sub-Adviser on behalf of the Adviser or
the Trust are the property of the Adviser or the Trust and will be surrendered
promptly to the Adviser or Trust on request.
8. Liability of Sub-Adviser. No provision of this Agreement shall be deemed to
protect the Sub-Adviser against any liability to the Trust or its shareholders
to which it might otherwise be subject by reason of any willful misfeasance, bad
faith, or gross negligence in the performance of its duties or the reckless
disregard of its obligations under this Agreement.
9. Permissible Interests. To the extent permitted by law, Trustees, agents, and
shareholders of the Trust are or may be interested in the Sub-Adviser (or any
successor thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of the
Sub-Adviser are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Sub-Adviser (or any successor thereof) is or may be
interested in the Trust as a shareholder or otherwise; provided that all such
interests shall be fully disclosed between the parties on an ongoing basis and
in the Trust's registration statement as required by law.
10. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue for two years after its initial approval and
thereafter for periods of one year for so long as such continuance thereafter is
specifically approved at least annually (a) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Funds; provided, however,
that if the shareholders of the Fund fail to approve the Agreement as provided
herein, the Sub-Adviser may continue to serve hereunder in the manner and to the
extent permitted by the 1940 Act and rules thereunder. The foregoing requirement
that continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder. This Agreement may be terminated at any time, without
the payment of any penalty, by the Adviser, by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of each Fund on not less than 30 days' nor more than 60 days' written
notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment
of any penalty, on 60 days' written notice to the Adviser and the Trust. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the other party at the primary office of
such party, unless such party has previously designated another address.
As used in this Section 10, the terms "assignment," "interested persons," and a
"vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
11. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this instrument is not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
Xxxxxx & Xxxxxx Capital LLC American Independence Financial.
Services, LLC
By: By:
--------------------------------- ------------------------------------
Title: Title:
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Schedule A
to the
Investment Sub-Advisory Agreement
between
American Independence Financial Services, LLC
and
Xxxxxx & Xxxxxx Capital LLC
For the
Financial Services Fund
American Independence Financial Services, LLC shall pay compensation to Xxxxxx &
Xxxxxx Capital LLC pursuant to section 3 of the Investment Sub-Advisory
Agreement between said parties in accordance with the following annual
percentage rates:
Financial Services Fund 0.75% per annum
In the event that investment advisory fees charged to the Financial Services
Fund by the Investment Adviser are waived, deferred or reduced, then
sub-advisory fees payable in accordance with this Schedule shall be
proportionally waived, deferred or reduced. Such fee reduction, if applicable,
shall be applied on a monthly basis at the time each payment of sub-advisory
fees is due hereunder. Further, if the fees payable to the Sub-Adviser begin to
accrue before the end of any month, or if this Agreement terminates before the
end of any month, then such fees for such month shall be prorated according to
the proportion which the partial period bears to the full month in which such
effectiveness or termination occurs
DATED: _________________, 2006
