SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 30th day of October, 1993 by and among FIDUCIARY
INTERNATIONAL, INC., a Corporation organized under the laws of the State of New
York and having its principal place of business in New York, New York (the
"Sub-Adviser") and XXX XXX ASSOCIATES CORPORATION, a corporation organized under
the laws of the State of Delaware and having its principal place of business in
New York, New York (the "Adviser" and VAN ECK FUNDS, a Massachusetts business
trust, having its principal place of business in New York, New York (the
"Trust"),
WHEREAS, the Trust is engaged in business as an open-end investment company and
is so registered under the Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, the Sub-Adviser is engaged principally in the business of rendering
investment management services and is registered under the Investment Advisers
Act of 1940 ("Advisers Act"), and
WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate series with each such series representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Trust intends to offer shares in one of such series, namely, Global
Balanced Fund (the "Fund") and invest the proceeds in securities and other
assets, the Trust has retained the Adviser to render management and advisory
services; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render investment
advisory and other services hereunder to the Fund and the Sub-Adviser is willing
to do so.
NOW, THEREFORE, WITNESSETH:
That it is hereby agreed among the parties hereto as follows:
1. APPOINTMENT OF SUB-ADVISER
The Adviser hereby appoints the Sub-Adviser to act as investment advisor to the
Fund for the period and on the terms herein set forth. The Sub-Adviser accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided. So long as the Sub-Adviser serves as investment
advisor to the Fund pursuant to this Agreement the obligation of the Adviser
under this Agreement with respect to the Fund shall be, subject in any event to
the control of the Trustees of the Trust, to determine and review with Sub-
Adviser investment policies of the Fund and the Sub-Adviser shall have the
obligation of furnishing continuously an investment program and making
investment decisions for the Fund, adhering to applicable investment objectives,
policies and restrictions and placing all orders for the purchase and sale of
portfolio securities for the Fund and such other services set forth in Section 2
hereof. The Adviser will compensate the Sub-Adviser of the Fund for its services
to the Fund. The Adviser or the Fund, subject to the terms of this Agreement,
may terminate the services of the Sub-Adviser at any time in their sole
discretion, and the Adviser shall at such time assume the responsibilities of
the Sub-Adviser unless and until a successor investment advisor is selected.
2. DUTIES OF SUB-ADVISER.
The Sub-Adviser, at its own expense, shall furnish the following services and
facilities to the Trust:
(a) Investment Program. The Sub-Adviser will (i) furnish continuously an
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investment program for the Fund, (ii) determine (subject to the overall
supervision and review of the Board of Trustees of the Trust and the
Adviser) what investments shall be purchased, held, sold or exchanged and
what portion, if any, of the assets of the Fund shall be held uninvested,
and (iii) make changes on behalf of the Fund in the investments. The Sub-
Adviser will provide the services hereunder in accordance with the Fund's
investment objectives, policies and restrictions as stated in the then
current prospectus and statement of additional information which is part of
the Trust's Registration Statement filed with the Securities and Exchange
Commission, as amended from time to time, copies of which shall be sent to
the Sub-Adviser by the Adviser. The Sub-Adviser also will manage, supervise
and conduct such other affairs and business of the Trust and matters
incidental thereto as the Sub-Adviser and the Trust agree, subject always to
the control of the Board of Trustees of the Trust and to the provisions of
the Master Trust Agreement of the Trust, the Trust's By-laws and the 1940
Act. The Sub-Adviser will manage the Fund so that it will qualify as a
regulated investment company under sub-chapter M of the Internal Revenue
Code of 1986, as it may be amended from time to time; and, with respect to
the services provided by the Sub-Adviser under this Agreement, it shall be
responsible for compliance with all applicable laws, rules and regulations.
Sub-Adviser will adopt procedures reasonably designed to ensure compliance.
(b) Office Space and Facilities. The Sub-Adviser will arrange to furnish office
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space, all necessary office facilities, simple business equipment, supplies,
utilities, and telephone service required for managing the investments of
the Fund.
(c) Personnel. The Sub-Adviser shall provide executive and clerical personnel
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for managing the investments of the Fund, and shall compensate officers and
Trustees of the Fund for services provided to the Fund (but not any other
series of the Trust) if such persons are also employees of the Sub-Adviser
or its affiliates, except as otherwise provided herein.
(d) Portfolio Transactions. The Sub-Adviser shall place all orders for the
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purchase and sale of portfolio securities for the account of the Fund with
brokers or dealers selected by the Sub-Adviser, although the Fund will pay
the actual transaction costs, including without limitation brokerage
commissions on portfolio transactions in accordance with this Paragraph
3(d). In executing portfolio transactions and selecting brokers or dealers,
the Sub-Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms available
for any transaction, the Sub-Adviser shall consider all factors it deems
relevant, including, without limitation, 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 evaluating the best overall terms available, and in selecting the broker
or dealer to execute a particular transaction, the Sub-Adviser may also
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to Sub-
Adviser or an affiliate of the Sub-Adviser in respect of accounts over which
it exercises investment discretion. The Sub-Adviser is authorized to pay to
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction which is in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that such
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of that
particular transaction or in terms of all of the accounts over which
investment discretion is so exercised by the Sub-Adviser or its affiliates.
Nothing in this Agreement shall preclude the combining of orders for the
sale or purchase of securities or other investments with other accounts
managed by the Sub-Adviser or its affiliates provided that the
Sub-Adviser does not favor any account over any other account and provided
that any purchase or sale orders executed contemporaneously shall be
allocated in an equitable manner among the accounts involved in accordance
with procedures adopted by the Sub-Adviser.
(e) In connection with the purchase and sale of securities for the Fund, the
Sub-Adviser will arrange for the transmission to the custodian and
recordkeeping agent for the Trust on a daily basis, such confirmation, trade
tickets, and other documents and information, including, but not limited to,
Cusip, Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Fund, as may be reasonably necessary to enable the
custodian and recordkeeping agent to perform its administrative and
recordkeeping responsibilities with respect to the Fund. With respect to
portfolio securities to be purchased or sold through the Depository Trust
Company, the Sub-Adviser will arrange for the automatic transmission of the
confirmation of such trades to the Fund's custodian and recordkeeping agent,
(f) The Sub-Adviser will monitor on a daily basis the determination by the
custodian and recordkeeping agent for the Fund of the valuation of portfolio
securities and other investments of the Fund. The Sub-Adviser will assist
the custodian and recordkeeping agent for the Fund in determining or
confirming, consistent with the procedures and policies stated in the
Registration Statement for the Trust, the value of any portfolio securities
or other assets of the Fund for which the custodian and recordkeeping agent
seeks assistance from, or identifies for review by, the Sub-Adviser. The
Sub-Adviser shall assist the Board in determining fair value of such
securities or assets for which market quotations are not readily available.
(g) The Sub-Adviser will provide the Trust or the Adviser with copies of all of
the Fund's investment records and ledgers maintained by the Sub-Adviser
(which shall not include the records and ledgers maintained by the custodian
and recordkeeping agent for the Trust) as are necessary to assist the Trust
and the Adviser to comply with requirements of the 1940 Act and the Advisers
Act as well as other applicable laws. The Sub-Adviser will furnish to
regulatory authorities having the requisite authority any information,
reports or investment records and ledgers maintained by the Sub-Adviser in
connection with such services which may be requested in order to ascertain
whether the operations of the Trust are being conducted in a manner
consistent with applicable laws and regulations.
(h) The Sub-Adviser will provide reports to the Trust's Board of Trustees for
consideration at meetings of the Board on the investment program for the
Fund and the issues and securities represented in the Fund's portfolio, and
will furnish the Trust's Board of Trustees with respect to the Fund such
periodic and special reports as the Trustees or the Adviser may reasonably
request.
3. EXPENSES OF THE TRUST
Except as provided in sections 2(d) above, the Sub-Adviser shall assume and
pay all of its own costs and expenses related to providing an investment
program for the Fund.
4. SUB-ADVISORY FEE.
For the services and facilities to be provided to the Fund by the Adviser as
provided in Paragraph 2 hereof, the Adviser shall pay the Sub-Adviser a fee,
payable monthly, at the annual rate of .50 of 1% of the Fund's average daily
net assets from the Advisory fee it receives from the fund, as determined by
the Trust or its third party administrator in accordance with procedures
established, from time to time, by or under the direction of the Board of
Trustees of the Trust. The Trust shall not be liable for the obligation
of the Adviser to make payment to the Sub-Adviser.
5. REPRESENTATIONS AND COVENANTS
(a) The Adviser hereby represents and warrants as follows:
(1) That it is registered in good standing with the Securities and Exchange
Commission as an investment adviser under the Advisers Act, and such
registration is current, complete and in full compliance with all
applicable provisions of the Advisers Act and the rules and regulations
thereunder;
(2) That it has all the requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement; and
(3) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject.
(b) The Adviser hereby covenants and agrees that, so long as this Agreement
shall remain in effect:
(1) It shall maintain its registration in good standing as an investment
adviser under the Advisers Act, and such registration shall at all times
remain current, complete and in full compliance with all applicable
provisions of the Advisers Act and the rules and regulations thereunder;
(2) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject; and
(3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all
applicable rules and regulations under such Acts and all other applicable
law; and
(4) It shall promptly notify the Sub-Adviser upon occurrence of any event that
might disqualify or prevent it from performing its duties under this
Agreement.
(c) The Sub-Adviser hereby represents and warrants as follows:
(1) That it is registered in good standing with the Securities and Exchange
Commission as an investment adviser under the Advisers Act, and such
registration is current, complete and in full compliance with all
applicable provisions of the Advisers Act and the rules and regulations
thereunder;
(2) That it has all the requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement; and
(3) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject.
(d) The Sub-Adviser hereby covenants and agrees that, so long as this Agreement
shall remain in effect:
(1) It shall maintain its registration in good standing as an investment
adviser under the Advisers Act, and such registration shall at all times
remain current, complete and in full compliance with all
applicable provisions of the Advisers Act and the rules and regulations
thereunder;
(2) Its performance of its obligations under this Agreement does not conflict
with any law, regulation or order to which it is subject;
(3) It shall at all times fully comply with the Advisers Act, the 1940 Act, all
applicable rules and regulations under such Acts and all other applicable
law; and
(4) It shall promptly notify the Adviser upon occurrence of any event that
might disqualify or prevent it from performing its duties under this
Agreement.
6. TRUST TRANSACTIONS.
The Adviser and Sub-Adviser each agrees that neither it nor any of its officers,
directors, employees or agents will take any long- or short-term position in the
shares of the Trust; provided, however, that such prohibition shall not prevent
the purchase of shares of the Trust by any of the persons above described for
their account and for investment at the price (net asset value) at which such
shares are available at the time of purchase or as part of the initial capital
of the Trust.
7. RELATIONS WITH TRUST.
Subject to and in accordance with the Declaration of Trust and By-Laws of the
Trust and the Articles of Incorporation and By-Laws of the Adviser and Sub-
Adviser it is understood (i) that Trustees, officers, agents and shareholders of
the Trust are or may be interested in the Sub-Adviser (or any successor
thereof) as directors, officers, or otherwise; (ii) that directors, officers,
agents and shareholders of the Sub-Advisor are or may be interested in the Trust
as Trustees, officers, shareholders or otherwise; and (111) that the Sub-Advisor
(or any such successor) is or may be interested in the Trust as a shareholder or
otherwise and that the effect of any such adverse interests shall be governed by
said Declaration of Trust and By-laws.
8. LIABILITY OF ADVISER, SUB-ADVISER AND OFFICERS AND TRUSTEES OF THE TRUST.
Neither the Adviser, Sub-Adviser nor any of their officers, directors,
employees, agents or controlling persons or assigns or Trustees or officers of
the Trust shall be liable for any error of judgment or law, or for any loss
suffered by the Trust or its shareholders in connection with the matters to
which this Agreement relates, except that no provision of this Agreement shall
be deemed to protect the Adviser, Sub-Adviser or such persons against any
liability to the Trust or its shareholders to which the Adviser or Sub-Adviser
might otherwise be subject by reason of any wilful misconduct, gross negligence
or actions taken in bad faith in the discharge of its respective obligations and
performance of its respective duties under this Agreement.
9. INDEMNIFICATION
(a) Notwithstanding Section 8 of the Agreement, the Adviser agrees to Indemnify
and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser
(except the Trust), and each person, if any, who, within the meaning of
Section 15 of the Securities Act of 1933 ("Act") controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-
Adviser Indemnified Persons") against any and all losses, claims, damages,
liabilities (excluding salary
charges of employees, officers or partners of the Sub-Adviser), or
litigation (including legal and other) expenses to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, any other statute, common law or otherwise, arising out of the
Adviser's responsibilities to the Trust which (1) may be based upon any
untrue statement or alleged untrue statement of a material fact supplied by,
or which is the responsibility of, the Adviser and contained in the
Registration Statement or prospectus or statement of additional information
covering shares of the Fund or any other series, or any amendment thereof or
any supplement thereto, or the omission or alleged omission or failure to
state therein a material fact known or which should have been known to the
Adviser and was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was
made in reliance upon information furnished to the Adviser or the Trust or
to any affiliated person of the Adviser by a Sub-Adviser Indemnified Person
in writing for inclusion in the Registration Statement or prospectus or
statement of additional information; or (2) may be based upon a failure by
the Adviser to comply with, or a breach of, any provision of this Agreement
or any other agreement with the Fund; or (3) may be based upon misfeasance
or negligence by the Adviser in the discharge of its duties and performance
of its obligations under this Agreement or any other agreement with the
Fund, provided however, that in no case shall the indemnity in favor of the
Sub-Adviser Indemnified Person be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
any misfeasance or negligence in the discharge of its obligations and the
performance of its duties under this Agreement.
(b) Notwithstanding Section 8 of this Agreement, the Sub-Adviser agrees to
indemnify and hold harmless the Adviser, any affiliated person of the
Adviser (except the Trust), and each person, if any, who, within the meaning
of Section 15 of the 1933 Act, controls ("controlling person") the Adviser
(all of such persons being referred to as "Adviser Indemnified Persons")
against any and all losses, claims, damages, liabilities (excluding salary
charges of employees, officers or partners of the Adviser), or litigation
(including legal and other) expenses to which an Adviser Indemnified Person
may become subject under the 1933 Act, the 1940 Act, the Advisers Act, any
other statute, common law or otherwise, arising out of the Sub-Adviser's
responsibilities as sub-investment adviser to the Fund which (1) may be
based upon any untrue statement or alleged untrue statement of a material
fact supplied by the Sub-Adviser for inclusion in the Registration Statement
or prospectus or statement of additional information covering shares of the
Fund, or any amendment thereof or any supplement thereto, or, with respect
to a material fact supplied by the Sub-Adviser for inclusion in the
Registration Statement or prospectus or statement of additional information,
the omission or alleged omission or failure to state therein a material
fact known or which should have been known to the Sub-Adviser and was
required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance upon
information furnished to the Sub-Adviser, the Trust, or any affiliated
person of the Sub-Adviser or Trust by an Adviser Indemnified Person; or (2)
may be based upon a failure by the Sub-Adviser to comply with, or a breach
of, any provision of this Agreement or any other agreement with the Fund or
(3) may be based upon misfeasance or negligence by the Sub-Adviser in the
discharge of its duties and performance of its obligations under this
Agreement or any other agreement with the Fund provided however, that in no
case shall the indemnity in favor of an Adviser Indemnified Person be deemed
to protect such person against any liability to which any such person would
otherwise be subject by reason of misfeasance or negligence in the discharge
of its obligations and the performance of its duties under this Agreement.
(c) Neither the Adviser nor the Sub-Adviser shall be liable under this Section
with respect to any claim made against an Indemnified Person unless such
Indemnified Person shall have notified the indemnifying party in writing
within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon such Indemnified Person (or such Indemnified Person shall have received
notice of such service on any designated agent), but failure to notify the
indemnifying party of any such claim shall not relieve the indemnifying
party from any liability which it may have to the Indemnified Person against
whom such action is brought otherwise than on account of this Section. In
case any such action is brought against the Indemnified Person, the
indemnifying party will be entitled to participate, at its own expense, in
the defense thereof or, after notice to the Indemnified Person, to assume
the defense thereof, with counsel satisfactory to the Indemnified Person. If
the indemnifying party assumes the defense and the selection of counsel by
the indemnifying party to represent both the Indemnified Person and the
indemnifying party would result in a conflict of interests and would not, in
the reasonable judgment of the Indemnified Person, adequately represent the
interests of the Indemnified Person, the indemnifying party will at its own
expense, assume the defense with counsel to the indemnifying party and, also
at its own expense, with separate counsel to the Indemnified Person which
counsel shall be satisfactory to the indemnifying party and the Indemnified
Person. The Indemnified Person will bear the fees and expenses of any
additional counsel retained by it, and the indemnifying party shall not be
liable to the Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Indemnified Person independently in
connection with the defense thereof other than reasonable costs of
investigation. The indemnifying party shall not have the right to compromise
or settle the litigation without the prior written consent of the
Indemnified Person if the compromise or settlement results, or may result,
in a finding of wrongdoing on the part of the Indemnified Person.
10. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective on the date hereof Unless
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terminated as herein provided, this Agreement shall remain in full force and
effect until May 1, 1995 and shall continue in full force and effect for
periods of one year thereafter so long as such continuance is approved at
least annually (i) by either the Trustees of the Trust or by vote of a
majority of the outstanding voting shares (as defined in the 0000 Xxx) of
the Trust, and (ii) in either event by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "Interested
persons" (as defined in the 0000 Xxx) of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(b) Termination. This Agreement may be terminated at any time, without payment
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of any penalty, by vote of the Trustees of the Trust or by vote of a
majority of the outstanding shares (as defined in the 1940 Act), or by the
Adviser or Sub-Adviser, on sixty (60) days written notice to the other
parties.
(c) Automatic Termination. This Agreement shall automatically and immediately
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terminate in the event of its assignment.
11. PRIOR AGREEMENT SUPERSEDED.
This Agreement supersedes any prior agreement relating to the subject matter
hereof between the parties
12. SERVICES EXCLUSIVE.
The services of the Sub-Adviser and its affiliates shall be exclusive with
regards to the Trust as provided in this Section 12, and Sub-Adviser and its
affiliates shall be prohibited from serving
as investment adviser to any open-end investment company having similar
investment objectives and policies (i.e., to provide growth and income by
investing its assets globally in equity, fixed-income securities and short-term
money market instruments) offered for sale in the United States through the
broker-dealer community (which includes NASD members, financial planners and
advisers and other investor agents) so long as this Agreement (and any
continuation) is in effect.
The services of the Sub-Adviser which, taken collectively, are exclusive under
this Section 12 are asset allocations with respect to fixed-income and equity
securities and cash reserves in the Fund; allocation decisions between domestic
and international fixed-income securities and domestic and international equity
securities; country, sector, maturity, issue and currency commitments for fixed-
income securities, country, sector, industry, stock and currency commitments for
equity securities; and hedging and foreign exchange decisions. The 'balanced'
approach assumes that, except for temporary defensive purposes, there is always
some significant allocation to both equity and fixed-income securities; and
"global" means all world equity and fixed-income markets, including the United
States.
The services of the Sub-Adviser (and its affiliates) to the Trust hereunder are
not to be deemed exclusive if this Agreement is terminated by the Fund or
Adviser; nor are the services of the Sub-Adviser exclusive with respect to
mutual funds that do not have similar investment objectives and policies, such
as domestic, international or global equity funds, domestic, international or
global bond funds, country funds and other similar funds, which as a matter of
investment policy do not allocate their assets globally between equity and
fixed-income securities, although it is understood that such equity funds may,
for temporary defensive purposes, invest substantially all of their assets in
fixed-income securities. The services provided by the Sub-Adviser as of the date
of this Agreement to funds within the Federated Group and the Xxxxxxxxx Group of
Funds are excluded from this Section 12.
13. EXPENSE LIMITATION.
The Adviser and Sub-Adviser agree that for any fiscal year of the Fund during
which the total of all expenses of the Fund (including investment advisory fees
under the investment advisory agreement, but excluding interest, portfolio
brokerage commissions and expenses, taxes and extraordinary items) exceeds the
lowest expense limitation imposed in any state in which the Fund is then making
sales of its shares or in which its shares are then qualified for sale, the
Adviser and Sub-Adviser will each reimburse the Trust for one-half of such
expenses not otherwise excluded from reimbursement by this Paragraph 13 to the
extent that they exceed such expense limitation but in no event shall such
reimbursement exceed the advisory, sub-advisory and administrative fees
retained.
14. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(b) 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.
15. USE OF NAME
(a) It is understood that the name "Xxx Xxx" or any derivative thereof or
logo associated with that name is the valuable property of the Adviser
and its affiliates, and that the Trust and Sub-Adviser have the right to
use such name (or derivative or logo) only with the approval of the
Adviser and only so long as the Adviser is Adviser to the Fund. Upon
termination of the Investment Advisory and Management Agreement between
the Trust and the Adviser, the Trust and the Sub-Adviser shall
forthwith cease to use such name (or derivative or logo).
(b) It is understood that the name Fiduciary International, Inc. any
derivative thereof or logo associated with that name is the valuable
property of the Sub-Adviser and its affiliates and that the Trust
and/or the Fund have the night to use such name (or derivative or logo)
in offering materials of the Trust only with the approval of the Sub-
Adviser and only for so long as the Sub-Adviser is investment advisor
to the Fund. Upon termination of this Agreement, the Trust and Adviser
shall forthwith cease to use such name (or derivative or logo).
16. LIMITATION OF LIABILITY.
The Term "Xxx Xxx Funds" means and refers to the Trustees from time to time
serving under the Amended and Restated Master Trust Agreement of the Trust dated
February 6, 1992 as the same may subsequently thereto have been, or subsequently
hereto be amended. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the assets
and property of the Trust, as provided in the Amended and Restated Master Trust
Agreement of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees and the Trust, acting as such, and neither such
authorization by such officer shall be deemed to have been made by any of them
personally, but shall bind only the assets and property of the Trust as provided
in its Amended and Restated Master Trust Agreement.
In WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first set forth above.
Attest: XXX XXX FUNDS
/s/ Xxxxxxxx Xxxxxxxxxxx By /s/ Xxxx X. xxx Xxx
President
Attest: XXX XXX ASSOCIATES CORPORATION
/s/ Xxxxxxxx Leszczysnki By /s/ Xxxx X. xxx Xxx
President
Attest: FIDUCIARY INTERNATIONAL, INC.
-------------------------- By ---------------------------------
President
