SUBINVAG.PTR
SUB-INVESTMENT ADVISORY AGREEMENT
XXXXX XXXXXX INCOME FUNDS
(Xxxxx Xxxxxx Premium Total Return Fund)
Boston Partners Asset Management, L.P.
Xxx Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sirs:
Xxxxx Xxxxxx Income Funds (the "Company"), a trust
organized
under the laws of the Commonwealth of Massachusetts, on
behalf of
Xxxxx Xxxxxx Premium Total Return Fund (the "Fund"), and
Xxxxx
Xxxxxx Strategy Advisers Inc. (the "Adviser"), each confirms
its
agreement with Boston Partners Asset Management, L.P. (the
"Sub-
Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to
the
Fund by investing and reinvesting in investments of the kind
and
in accordance with the investment objective(s), policies
and
limitations specified in its Master Trust Agreement, as
amended,
from time to time (the "Master Trust Agreement"), in
the
prospectus relating to the Fund (the "Prospectus") and
the
Statement of Additional Information relating to the Company
(the
"Statement") filed with the Securities and Exchange
Commission as
part of the Company's Registration Statement on Form N-
lA, as
amended from time to time, and in the manner and to the
extent as
may from time to time be approved by the Board of Trustees
of the
Company (the "Board"). Copies of the Prospectus, the
Statement
and the Master Trust Agreement have been or will be
submitted to
the Sub-Adviser. The Company agrees to provide copies of
all
amendments to the Prospectus, the Statement and the Master
Trust
Agreement to the Sub-Adviser on an ongoing basis. The
Company
employs the Adviser as the investment adviser to the Fund,
and
the Company and the Adviser desire to employ and hereby
appoint
the Sub-Adviser to act as its sub-investment adviser. The
Sub-
Adviser accepts the appointment and agrees to furnish
the
services for the compensation set forth below.
2. Services as Investment Sub-Adviser
Subject to the supervision, direction and approval of
the
Board of the Company and the Adviser, the Sub-Adviser will:
(a)
manage the Fund's portfolio in accordance with the
Fund's
investment objective(s) and policies as stated in the
Master
Trust Agreement, the Prospectus and the Statement; (b)
make
investment decisions for the Fund; (c) place purchase and
sale
orders for portfolio transactions for the Fund; and (d)
employ
professional portfolio managers and securities analysts
who
provide research services to the Fund. In providing
those
services, the Sub-Adviser will conduct a continual
program of
investment, evaluation and, if appropriate, sale and
reinvestment
of the Fund's assets.
3. Brokerage
In selecting brokers or dealers to execute
transactions on
behalf of the Fund, the Sub-Adviser will seek the best
overall
terms available. In assessing the best overall terms
available
for any transaction, the Sub-Adviser will consider
factors it
deems relevant, including, but not limited to, the breadth
of the
market in the security, the price of the security, the
financial
condition and execution capability of the broker or dealer
and
the reasonableness of the commission, if any, for the
specific
transaction and on a continuing basis. In selecting
brokers
or dealers to execute a particular transaction, and in
evaluating
the best overall terms available, the Sub-Adviser is
authorized
to consider the brokerage and research services (as those
terms
are defined in Section 28(e) of the Securities Exchange
Act of
1934, as amended) provided to the Fund and/or other accounts
over
which the Sub-Adviser or its affiliates exercise
investment
discretion.
4. Information Provided to the Company
The Sub-Adviser will keep the Adviser and the
Company
informed of developments materially affecting the Fund, and
will,
on its own initiative, furnish the Adviser and the Company
from
time to time with whatever information the Sub-Adviser
believes
is appropriate for this purpose.
5. Standard of Care
The Sub-Adviser shall exercise its best
judgment in
rendering the services listed in paragraph 2 above. The
Sub-
Adviser shall not be liable for any error of judgment or
mistake
of law or for any loss suffered by the Fund and the
Adviser in
connection with the matters to which this Agreement
relates,
provided that nothing in this Agreement shall be
deemed to
protect or purport to protect the Sub-Adviser against
any
liability to the Adviser, the Company or to its
shareholders of
the Fund to which the Sub-Adviser would otherwise be
subject by
reason of willful misfeasance, bad faith or gross
negligence on
its part in the performance of its duties or by reason of
the Sub-
Adviser's reckless disregard of its obligations and duties
under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this
Agreement, the Adviser will pay the Sub-Adviser on the
first
business day of each month a fee for the previous month at
the
annual rate of 0.10 of 1.00% of the Fund's average daily
net
assets. The fee for the period from the Effective Date
(defined
below) of the Agreement to the end of the month during which
the
Effective Date occurs shall be prorated according to
the
proportion that such period bears to the full monthly
period.
Upon any termination of this Agreement before the end of a
month,
the fee for such part of that month shall be prorated
according
to the proportion that such period bears to the full
monthly
period and shall be payable upon the date of termination of
this
Agreement. For the purpose of determining fees payable to
the Sub-
Adviser, the value of the Fund's net assets shall be
computed at
the times and in the manner specified in the Prospectus
and/or
the Statement.
7. Expenses
The Sub-Adviser will bear all expenses in connection
with
the performance of its services under this Agreement. The
Fund
will bear certain other expenses to be incurred in its
operation,
including, but not limited to, investment advisory
and
administration fees; fees for necessary professional
and
brokerage services; fees for any pricing service; the
costs of
regulatory compliance; and costs associated with maintaining
the
Company's legal existence and shareholder relations.
8. Reduction of Fee
If in any fiscal year the aggregate expenses of the
Fund
(including fees pursuant to this Agreement and the
Fund's
investment advisory agreement, but excluding interest,
taxes,
brokerage and extraordinary expenses) exceed the
expense
limitation of any state having jurisdiction over the Fund,
the
Sub-Adviser will reduce its fee by the proportion of such
excess
expense equal to the proportion that its fee thereunder
bears to
the aggregate of fees paid by the Fund for investment
advice and
administration in that year, to the extent required by state
law.
A fee reduction pursuant to this paragraph 8, if any,
will be
estimated, reconciled and paid on a monthly basis.
9. Services to Other Companies or Accounts
The Company understands that the Sub-Adviser now acts,
will
continue to act and may act in the future as investment
adviser
to fiduciary and other managed accounts, and as
investment
adviser to other investment companies, and the Company
has no
objection to the Sub-Adviser's so acting, provided that
whenever
the Fund and one or more other investment companies
advised by
the Sub-Adviser have available funds for investment,
investments
suitable and appropriate for each will be allocated in
accordance
with a formula believed to be equitable to each company.
The
Company recognizes that in some cases this procedure
may
adversely affect the size of the position obtainable for
the
Fund. In addition, the Company understands that the
persons
employed by the Sub-Adviser to assist in the performance of
the
Sub-Adviser's duties under this Agreement will not devote
their
full time to such service and nothing contained in this
Agreement
shall be deemed to limit or restrict the right of the Sub-
Adviser
or any affiliate of the Sub-Adviser to engage in and devote
time
and attention to other businesses or to render
services of
whatever kind or nature.
l0. Term of Agreement
This Agreement shall become effective as of August 15,
1995
(the "Effective Date") and shall continue for an initial two-
year
term and shall continue thereafter so long as such
continuance is
specifically approved at least annually by (i) the Board of
the
Company or (ii) a vote of a "majority" (as that term is
defined
in the Investment Company Act of 1940, as amended (the
"1940
Act") of the Fund's outstanding voting securities, provided
that
in either event the continuance is also approved by a
majority of
the Board who are not "interested persons" (as defined in
the
0000 Xxx) of any party to this Agreement, by vote cast in
person
at a meeting called for the purpose of voting on such
approval.
This Agreement is terminable, without penalty, on 60
days'
written notice, by the Board of the Company or by vote of
holders
of a majority of the Fund's shares, or upon 90 days'
written
notice, by the Sub-Adviser. This Agreement will also
terminate
automatically in the event of its assignment (as defined in
the
1940 Act).
11. Representation by the Company
The Company represents that a copy of the Master
Trust
Agreement is on file with the Secretary of the
Commonwealth of
Massachusetts and with the Boston City Clerk.
12. Limitation of Liability
The Company, the Adviser and the Sub-Adviser agree
that the
obligations of the Company under this Agreement shall
not be
binding upon any of the members of the Board,
shareholders,
nominees, officers, employees or agents, whether past,
present or
future, of the Company, individually, but are binding only
upon
the assets and property of the Fund and not upon the assets
and
property of any other portfolio of the Company. The
execution and
delivery of this Agreement have been authorized by the Board
and
a majority of the holders of the Fund's outstanding
voting
securities, and signed by an authorized officer of the
Company,
acting as such, and neither such authorization by such
members of
the Board and shareholders nor such execution and
delivery by
such officer shall be deemed to have been made by any of
them
individually or to impose any liability on any of
them
personally, but shall bind only the assets and property of
the
Fund as provided in the Master Trust Agreement.
If the foregoing is in accordance with your
understanding,
kindly indicate your acceptance of this Agreement by signing
and
returning the enclosed copy of this Agreement.
Very truly yours,
XXXXX XXXXXX INCOME
FUNDS
on behalf of
XXXXX
XXXXXX
PREMIUM TOTAL
RETURN
FUND
By:
Name:
Title:
XXXXX XXXXXX
STRATEGY
ADVISERS INC.
By:
Name:
Title:
Accepted:
BOSTON PARTNERS ASSET
MANAGEMENT, L.P.
By: BOSTON PARTNERS, INC.
General Partner
By:
Name:
Title:
