SUB-ADVISORY AGREEMENT
ARTIO GLOBAL MANAGEMENT LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 3rd day
of December, 2009, among WT Mutual Fund, a Delaware statutory
trust (the "Fund"), Xxxxxx Square Management Corporation (the
"Adviser"), a corporation organized under the laws of the state
of Delaware and Artio Global Management LLC, a corporation
organized under the laws of the state of Delaware (the "Sub-
Adviser").
WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company and offers for public sale
distinct series of shares of beneficial interest; and
WHEREAS, the Wilmington Multi-Manager International
Fund (the "Portfolio") is a series of the Fund; and
WHEREAS, the Adviser acts as the investment adviser
for the Portfolio pursuant to the terms of an Investment
Advisory Agreement between the Fund and the Adviser under which
the Adviser is responsible for the coordination of investment of
the Portfolio's assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the
Investment Advisory Agreement to delegate its investment
responsibilities to one or more persons or companies;
NOW THEREFORE, in consideration of the promises and
mutual covenants herein contained, the Fund, the Adviser and the
Sub-Adviser agree as follows:
1. Appointment of Sub-Adviser. The Adviser and the Fund hereby
appoint and employ the Sub-Adviser as a discretionary portfolio
manager, on the terms and conditions set forth herein, of those
assets of the Portfolio which the Adviser determines to assign
to the Sub-Adviser (those assets being referred to as the
"Portfolio Account"). The Adviser may, from time to time, make
additions to and withdrawals, including cash and cash
equivalents, from the Portfolio Account.
2. Acceptance of Appointment. The Sub-Adviser accepts its
appointment as a discretionary portfolio manager and agrees to
use its professional judgment to make investment decisions for
the Portfolio with respect to the investments of the Portfolio
Account and to implement such decisions on a timely basis in
accordance with the provisions of this Agreement.
3. Delivery of Documents. The Adviser has furnished the Sub-
Adviser with copies properly certified or authenticated of each
of the following and will promptly provide the Sub-Adviser with
copies properly certified or authenticated of any amendment or
supplement thereto:
a. The Portfolio's Investment Advisory Agreement;
b. The Fund's most recent effective registration statement
and financial statements as filed with the Securities and
Exchange Commission;
c. The Fund's Agreement and Declaration of Trust and By-
Laws; and
d. Any policies, procedures or instructions adopted or
approved by the Fund's Board of Trustees relating to obligations
and services provided by the Sub-Adviser.
4. Portfolio Management Services of the Sub-Adviser. The Sub-
Adviser is hereby employed and authorized to select portfolio
securities for investment by the Portfolio, to purchase and to
sell securities for the Portfolio Account, and upon making any
purchase or sale decision, to place orders for the execution of
such portfolio transactions in accordance with Sections 6 and 7
hereof and Schedule A hereto (as amended from time to time). In
providing portfolio management services to the Portfolio
Account, the Sub-Adviser shall be subject to and shall conform
to such investment restrictions as are set forth in the 1940 Act
and the rules thereunder, the Internal Revenue Code, applicable
state securities laws, applicable statutes and regulations of
foreign jurisdictions, the supervision and control of the Board
of Trustees of the Fund, such specific instructions as the Board
of Trustees may adopt and communicate to the Sub-Adviser, the
investment objective, policies and restrictions of the Fund
applicable to the Portfolio furnished pursuant to Section 5 of
this Agreement, the provisions of Schedule A and Schedule B
hereto and other instructions communicated to the Sub-Adviser by
the Adviser. The Sub-Adviser is not authorized by the Fund to
take any action, including the purchase or sale of securities
for the Portfolio Account, in contravention of any restriction,
limitation, objective, policy or instruction described in the
previous sentence. The Sub-Adviser shall maintain on behalf of
the Fund the records listed in Schedule B hereto (as amended
from time to time). At the Fund's reasonable request, the Sub-
Adviser will consult with the Fund or with the Adviser with
respect to any decision made by it with respect to the
investments of the Portfolio Account.
5. Investment Objective, Policies and Restrictions. The Fund
will provide the Sub-Adviser with the statement of investment
objective, policies and restrictions applicable to the Portfolio
as contained in the Portfolio's Prospectus and Statement of
Additional Information, all amendments or supplements to the
Prospectus and Statement of Additional Information, and any
instructions adopted by the Board of Trustees supplemental
thereto. The Fund agrees, on an ongoing basis, to notify the
Sub-Adviser in writing of each change in the fundamental and
non-fundamental investment policies of the Portfolio and will
provide the Sub-Adviser with such further information concerning
the investment objective, policies, restrictions and such other
information applicable thereto as the Sub-Adviser may from time
to time reasonably request for performance of its obligations
under this Agreement. The Fund retains the right, on written
notice to the Sub-Adviser or the Adviser, to modify any such
objective, policies or restrictions in accordance with
applicable laws, at any time.
6. Transaction Procedures. All transactions will be consummated
by payment to or delivery by the custodian designated by the
Fund (the "Custodian"), or such depositories or agents as may be
designated by the Custodian in writing, of all cash and/or
securities due to or from the Portfolio Account, and the Sub-
Adviser shall not have possession or custody thereof. The Sub-
Adviser shall advise the Custodian and confirm in writing to the
Fund and to the administrator designated by the Fund or any
other designated agent of the Fund, all investment orders for
the Portfolio Account placed by it with brokers and dealers at
the time and in the manner set forth in Schedule B hereto (as
amended from time to time). The Fund shall issue to the
Custodian such instructions as may be appropriate in connection
with the settlement of any transaction initiated by the Sub-
Adviser. The Fund shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees,
and, upon giving proper instructions to the Custodian, the Sub-
Adviser shall have no responsibility or liability with respect
to custodial arrangements or the acts, omissions or other
conduct of the Custodian, except that it shall be the
responsibility of the Sub-Adviser to take appropriate action if
the Custodian fails to confirm in writing proper execution of
the instructions.
7. Allocation of Brokerage. The Sub-Adviser shall have authority
and discretion to select brokers and dealers (including brokers
that may be affiliates of the Sub-Adviser to the extent
permitted by Section 7(c) hereof) to execute portfolio
transactions initiated by the Sub-Adviser, and for the selection
of the markets on or in which the transactions will be executed,
subject to the following and subject to conformance with the
policies and procedures disclosed in the Fund's Prospectus and
Statement of Additional Information and the policies and
procedures adopted by the Fund's Board of Trustees.
a. In executing portfolio transactions, the Sub-Adviser will
give primary consideration to securing the best price and
execution. Consistent with this policy, the Sub-Adviser may
consider the financial responsibility, research and investment
information and other services provided by brokers or dealers
who may effect or be a party to any such transaction or other
transactions to which other clients of the Sub-Adviser may be a
party. It is understood that neither the Fund, the Adviser nor
the Sub-Adviser has adopted a formula for allocation of the
Fund's investment transaction business. It is also understood
that it is desirable for the Fund that the Sub-Adviser have
access to supplemental investment and market research and
security and economic analyses provided by certain brokers who
may execute brokerage transactions at a higher commission to the
Fund than may result when allocating brokerage to other brokers
on the basis of seeking the lowest commission. Therefore, the
Sub-Adviser is authorized to place orders for the purchase and
sale of securities for the Portfolio with certain such brokers,
subject to review by the Fund's Board of Trustees from time to
time with respect to the extent and continuation of this
practice. It is understood that the services provided by such
brokers may be useful to the Sub-Adviser in connection with its
services to other clients of the Sub-Adviser. The Sub-Adviser
is also authorized to place orders with certain brokers for
services deemed by the Adviser to be beneficial for the Fund;
and the Sub-Adviser shall follow the directions of the Adviser
or the Fund in this regard.
b. On occasions when the Sub-Adviser deems the purchase or
sale of a security to be in the best interest of the Portfolio
Account as well as other clients of the Sub-Adviser, the Sub-
Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate
the securities to be sold or purchased in order to obtain the
best price and execution. In such event, allocation of the
securities so purchased or sold, as well as expenses incurred in
the transaction, will be made by the Sub-Adviser in the manner
it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund in respect of the Portfolios
and to such other clients.
c. The Sub-Adviser agrees that it will not execute any
portfolio transactions for the Portfolio Account with a broker
or dealer which is (i) an affiliated person of the Fund,
including the Adviser or any sub-adviser for any Portfolios of
the Fund; (ii) a principal underwriter of the Fund's shares; or
(iii) an affiliated person of such an affiliated person or
principal underwriter, unless such transactions are (x) exempt
under Rules 10f-3(b) or 17a-10, (y) executed in accordance with
Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures,
as adopted in accordance with Rule 17e-1 or (z) executed in
accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule
10f-3(c) procedures, as adopted in accordance with Rule 10f-3.
The Adviser agrees that it will provide the Sub-Adviser with a
list of such brokers and dealers.
d. The Sub-Adviser acknowledges and agrees that in
connection with the exemptions provided under Rules 10f-3(b),
12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will
not consult with any other sub-adviser of the Portfolios, which
is advising the Portfolios, concerning the Sub-Adviser or its
affiliated persons' transactions with the Portfolios in
securities or other assets of the Portfolios, and (ii) will be
limited to providing investment advice with respect to the
Portfolio Account.
e. The Adviser shall render regular reports to the Fund of
the total brokerage business placed and the manner in which the
allocation has been accomplished.
8. Proxies. The Sub-Adviser will vote all proxies solicited by
or with respect to issuers of securities in which assets of the
Series Account may be invested from time to time. For avoidance
of doubt, in exercising the voting rights associated with such
proxies, the Sub-Adviser, in its discretion, may vote
affirmatively or negatively or abstain from voting on matters
that are being solicited by such proxies. At the request of the
Sub-Adviser, the Adviser shall provide the Sub-Adviser with its
recommendations as to the voting of such proxies or whether the
Sub-Adviser should abstain from voting such proxies.
9. Reports to the Sub-Adviser. The Fund will provide the Sub-
Adviser with such periodic reports concerning the status of the
Portfolio Account as the Sub-Adviser may reasonably request.
10. Fees for Services. For the services to be provided hereunder,
the Portfolio shall pay the Sub-Adviser a sub-advisory fee
calculated at the annual rates listed on the attached Schedule
C. The fee shall be payable monthly as soon as practicable
after the last day of each month based on the Portfolio
Account's average daily net assets.
11. Other Investment Activities of the Sub-Adviser. The Fund
acknowledges that the Sub-Adviser or one or more of its
affiliated persons may have investment responsibilities or
render investment advice to or perform other investment advisory
services for other individuals or entities and that the Sub-
Adviser, its affiliated persons or any of its or their
directors, officers, agents or employees may buy, sell or trade
in any securities for its or their own respective accounts
("Affiliated Accounts"). Subject to the provisions of Section
7(b) hereof, the Fund agrees that the Sub-Adviser or its
affiliated persons may give advice or exercise investment
responsibility and take such other action with respect to other
Affiliated Accounts which may differ from the advice given or
the timing or nature of action taken with respect to the
Portfolio Account, provided that the Sub-Adviser acts in good
faith, and provided further, that it is the Sub-Adviser's policy
to allocate, within its reasonable discretion, investment
opportunities to the Portfolio Account over a period of time on
a fair and equitable basis relative to the Affiliated Accounts,
taking into account the investment objective and policies of the
Portfolio and any specific investment restrictions applicable
thereto. The Fund acknowledges that one or more of the
Affiliated Accounts may at any time hold, acquire, increase,
decrease, dispose of or otherwise deal with positions in
investments in which the Portfolio Account may have an interest
from time to time, whether in transactions which involve the
Portfolio Account or otherwise. The Sub-Adviser shall have no
obligation to acquire for the Portfolio Account a position in
any investment which any Affiliated Account may acquire, and the
Fund shall have no first refusal, co-investment or other rights
in respect of any such investment, either for the Portfolio
Account or otherwise.
12. Certificate of Authority. The Fund, the Adviser and the Sub-
Adviser shall furnish to each other from time to time certified
copies of the resolutions of their Boards of Trustees/Directors
or executive committees, as the case may be, evidencing the
authority of officers and employees who are authorized to act on
behalf of the Fund, a Portfolio Account, the Adviser and/or the
Sub-Adviser.
13. Limitation of Liability. The Sub-Adviser shall not be liable
for any action taken, omitted or suffered to be taken by it in
its reasonable judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers
conferred upon it by this Agreement, or in accordance with (or
in the absence of) specific directions or instructions from the
Fund or the Adviser, provided, however, that such acts or
omissions shall not have resulted from the Sub-Adviser's willful
misfeasance, bad faith, gross negligence or a reckless disregard
of duty. Nothing in this Section 13 shall be construed in a
manner inconsistent with Section 17(i) of the 1940 Act.
14. Confidentiality. Subject to the duty of the Sub-Adviser, the
Adviser and the Fund to comply with applicable law, including
any demand of any regulatory or taxing authority having
jurisdiction, the parties hereto shall treat as confidential all
material non-public information pertaining to the Portfolio
Account and the actions of the Sub-Adviser, the Adviser and the
Fund in respect thereof.
15. Assignment. This Agreement shall terminate automatically in
the event of its assignment. The Sub-Adviser shall notify the
Fund and the Adviser in writing sufficiently in advance of any
proposed change of control within the meaning of the 1940 Act to
enable the Fund and the Adviser to take the steps necessary to
enter into a new contract with the Sub-Adviser.
16. Representations, Warranties and Agreements of the Fund. The
Fund represents, warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of
Trustees of the Fund to provide investment services to the
Portfolio Account as contemplated hereby.
b. The Fund will deliver to the Sub-Adviser a true and
complete copy of its then current Prospectus and Statement of
Additional Information as effective from time to time and such
other documents or instruments governing the investment of the
Portfolio Account and such other information as is necessary for
the Sub-Adviser to carry out its obligations under this
Agreement.
c. The Fund is currently in compliance and shall at all
times continue to comply with the requirements imposed upon the
Fund by applicable law and regulations.
17. Representations, Warranties and Agreements of the Adviser.
The Adviser represents, warrants and agrees that:
a. The Adviser has been duly authorized by the Board of
Trustees of the Fund to delegate to the Sub-Adviser the
provision of investment services to the Portfolio Account as
contemplated hereby.
b. The Adviser is currently in compliance and shall at all
times continue to comply with the requirements imposed upon the
Adviser by applicable law and regulations.
18. Representations. Warranties and Agreements of the Sub-Adviser.
The Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an "investment adviser"
under the Investment Advisers Act of 1940 ("Advisers Act") or is
a "bank" as defined in Section 202(a)(2) of the Advisers Act.
b. The Sub-Adviser will maintain, keep current and preserve
on behalf of the Fund, in the manner required or permitted by
the 1940 Act, the records identified in Schedule B. The Sub-
Adviser agrees that such records (unless otherwise indicated on
Schedule B) are the property of the Fund, and will be
surrendered to the Fund promptly upon request. The Sub-Adviser
agrees to keep confidential all records of the Fund and
information relating to the Fund, unless the release of such
records or information is otherwise consented to in writing by
the Fund or the Adviser. The Fund and the Adviser agree that
such consent shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings or when required to divulge such
information or records to duly constituted authorities.
c. The Sub-Adviser will complete such reports concerning
purchases or sales of securities on behalf of the Portfolio
Account as the Adviser or the Fund may from time to time require
to ensure compliance with the 1940 Act, the Internal Revenue
Code, applicable state securities laws and applicable statutes
and regulations of foreign jurisdictions.
d. The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act
and Section 204A of the Advisers Act and has provided the Fund
with a copy of the code of ethics and evidence of its adoption.
Within forty-five (45) days of the end of the last calendar
quarter of each year while this Agreement is in effect, the
president or a vice president or general partner of the Sub-
Adviser shall certify to the Fund that the Sub-Adviser has
complied with the requirements of Rule 17j-1 and Section 204A
during the previous year and that there has been no material
violation of the Sub-Adviser's code of ethics or, if such a
material violation has occurred, that appropriate action was
taken in response to such violation. Upon the written request of
the Fund, the Sub-Adviser shall permit the Fund, its employees
or its agents to examine the reports required to be made to the
Sub-Adviser by Rule 17j-1(d)(1).
e. The Sub-Adviser will promptly after filing with the
Securities and Exchange Commission an amendment to its Form ADV
furnish a copy of such amendment to the Fund and the Adviser.
f. The Sub-Adviser will immediately notify the Fund and the
Adviser of the occurrence of any event which would disqualify
the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9 of the 1940 Act or
otherwise. The Sub-Adviser will also immediately notify the
Fund and the Adviser if it is served or otherwise receives
notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
public board or body, involving the affairs of the Portfolio.
19. Amendment. This Agreement may be amended at any time, but
only by written agreement among the Sub-Adviser, the Adviser and
the Fund, which amendment, other than amendments to Schedules A
and B, is subject to the approval of the Board of Trustees and,
to the extent required by the 1940 Act, the shareholders of the
Portfolio in the manner required by the 1940 Act and the rules
thereunder, subject to any applicable orders of exemption issued
by the Securities and Exchange Commission.
20. Effective Date; Term. This Agreement shall become effective on
the date first written above and shall remain in force for a
period of two years from such date, and from year-to-year
thereafter but only so long as such continuance is specifically
approved at least annually by the vote of a majority of the
Trustees who are not interested persons of the Fund, the Adviser
or the Sub-Adviser, cast in person at a meeting called for the
purpose of voting on such approval, and by a vote of the Board
of Trustees or of a majority of the outstanding voting
securities of the Portfolio. The aforesaid requirement that this
Agreement may be continued "annually" shall be construed in a
manner consistent with the 1940 Act and the rules and
regulations thereunder.
21. Termination.
a. This Agreement may be terminated by the Fund (by a vote
of the Board of Trustees of the Fund or by a vote of a majority
of the outstanding voting securities of the Portfolio), without
the payment of any penalty, immediately upon written notice to
the other parties hereto, in the event of a material breach of
any provision thereof by the party so notified or otherwise by
the Fund, upon sixty (60) days' written notice to the other
parties hereto, but any such termination shall not affect the
status, obligations or liabilities of any party hereto to the
others.
b. This Agreement may also be terminated by the Adviser or
the Sub-Adviser, without the payment of any penalty immediately
upon written notice to the other parties hereto, in the event of
a material breach of any provision thereof by the party so
notified if such breach shall not have been cured within a 20-
day period after notice of such breach or otherwise by the
Adviser or the Sub-Adviser upon sixty (60) days' written notice
to the other parties hereto, but any such termination shall not
affect the status, obligations or liabilities of any party
hereto to the others.
22. Definitions. As used in this Agreement, the terms "affiliated
person," "assignment," "control," "interested person,"
"principal underwriter" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth
in the 1940 Act and the rules and regulations thereunder,
subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
23. Notice. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed, postage prepaid, to
the other parties to this Agreement at their principal place of
business.
24. 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.
25. Governing Law. To the extent that state law is not preempted
by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time,
this Agreement shall be administered, construed and enforced
according to the laws of the State of Delaware.
26. Entire Agreement. This Agreement and the Schedules attached
hereto embodies the entire agreement and understanding between
the parties.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed, as of the day and year first
written above.
WT MUTUAL FUND
on behalf of the Wilmington Multi-Manager International Fund
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President & Secretary
ARTIO GLOBAL MANAGEMENT LLC
By: /s/ X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title: C.O.O.
XXXXXX SQUARE MANAGEMENT CORPORATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating
Procedures which shall govern reporting of transactions and
other matters so as to facilitate (i) the monitoring of the
Fund's compliance with the restrictions and limitations
applicable to the operations of a registered investment company
and (ii) the preparation of reports to the Board of Trustees,
regulatory authorities and shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Portfolio Account as if the
Portfolio Account were a registered investment company
subject to the investment objective, policies and
limitations applicable to the Portfolio stated in the
Fund's Prospectus and Statement of Additional Information,
as from time to time in effect, included in the Fund's
registration statement or a supplement thereto under the
Securities Act of 1933 and the Investment Company Act of
1940 (the "1940 Act"), as each may be amended from time to
time; provided, however, that if a more stringent
restriction or limitation than any of the foregoing is
stated in Section B of this Schedule, the more stringent
restriction or limitation shall apply to the Portfolio
Account.
B. The Sub-Adviser shall not, without the written approval of
the Adviser, on behalf of the Portfolio Account:
1. purchase securities of any issuer if such purchase
would cause more than 10 % of the voting securities of
such issuer to be held in the Portfolio Account (1940
Act Section 5(b)(1); IRC Section 851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of
any other investment company to be held in the
Portfolio Account (1940 Act Section
12(d)(1)(A)(i)),
b. securities issued by any other investment company
having an aggregate value in excess of 5% of the
value of the total assets in the Portfolio
Account to be held in the Portfolio Account (1940
Act Section 12(d)(1)(A)(ii)),
c. securities issued by all other investment
companies (other than Treasury Stock) having an
aggregate value in excess of 10% of the value of
the total assets of the Portfolio Account to be
held in the Portfolio Account (1940 Act Section
12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of
any registered closed-end investment company to
be held in the Portfolio Account, and by any
other investment company having as its investment
adviser any of the Sub-Advisers, the Adviser, or
any other investment adviser to the Fund (1940
Act Section 12(d)(1)(C));
3. purchase securities of any insurance company if such
purchase would cause more than 10% of the outstanding
voting securities of any insurance company to be held
in the Portfolio Account (1940 Act Section 12(d)(2));
or
4. purchase securities of or any interest in any person
who is a broker, a dealer, is engaged in the business
of underwriting, is an investment adviser to an
investment company or is a registered investment
adviser under the Investment Advisers Act of 1940
unless
a. such purchase is of a security of any issuer
that, in its most recent fiscal year, derived 15%
or less of its gross revenues from securities-
related activities (1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any
security of any issuer that derived more than 15%
of its gross revenues from securities-related
activities:
(1) immediately after the purchase of any equity
security, the Portfolio Account would not own
more than 5% of outstanding securities of
that class of the issuer's equity securities
(1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt
security, the Portfolio Account would not own
more than 10% of the outstanding principal
amount of the issuer's debt securities (1940
Act Rule 12d3-1(b)(2)); and
(3) immediately after the purchase, not more than
5% of the value of the Portfolio Account's
total assets would be invested in the
issuer's securities (1940 Act Rule 12d3-
1(b)(3)).
C. The Sub-Adviser will manage the Portfolio Account so
that no more than 10% of the gross income of the Portfolio
Account is derived from any source other than dividends,
interest, payments with respect to securities loans (as
defined in IRC Section 512(a)(5)), and gains from the sale
or other disposition of stock or securities (as defined in
the 1940 Act Section 2(a)(36)) or foreign currencies, or
other income (including, but not limited to, gains from
options, futures, or forward contracts) derived with
respect to the Portfolio's business of investing in such
stock, securities, or currencies (IRC Section 851(b)(2)).
Dated: December 3, 2009
SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage
order, and all other portfolio purchases and sales, given
by the Sub-Adviser on behalf of the Portfolio Account for,
or in connection with, the purchase or sale of securities,
whether executed or unexecuted. Such records shall include:
1. the name of the broker;
2. the terms and conditions of the order and of any
modification or cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf
of the Portfolio Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter,
completed within ten (10) days after the end of the
quarter, showing specifically the basis or bases (e.g.
execution ability, execution and research) upon which the
allocation of orders for the purchase and sale of portfolio
securities to named brokers or dealers was effected, and
the division of brokerage commissions or other compensation
on such purchase and sale orders. Such record:
1. shall include the consideration given to:
a. the sale of shares of the Fund by brokers or
dealers;
b. the supplying of services or benefits by brokers
or dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical
qualifications of the brokers and dealers as
such;
2. shall show the nature of the services or benefits made
available;
3. shall describe in detail the application of any
general or specific formula or other determinant used
in arriving at such allocation of purchase and sale
orders and such division of brokerage commissions or
other compensation; and
4. shall show the name of the person responsible for
making the determination of such allocation and such
division of brokerage commissions or other
compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an appropriate
memorandum identifying the person or persons, committees or
groups authorizing the purchase or sale of portfolio
securities. Where an authorization is made by a committee
or group, a record shall be kept of the names of its
members who participate in the authorization. There shall
be retained as part of this record: any memorandum,
recommendation or instruction supporting or authorizing the
purchase or sale of portfolio securities and such other
information as is appropriate to support the authorization.
D. (Rule 31a-1(f)). Such accounts, books and other documents
as are required to be maintained by registered investment
advisers by rule adopted under Section 204 of the
Investment Advisers Act of 1940, to the extent such records
are necessary or appropriate to record the Sub-Adviser's
transactions with respect to the Portfolio Account.
Dated: December 3, 2009
SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Portfolio pursuant to the
attached Sub-Advisory Agreement, the Fund shall pay the Sub-
Adviser an annual fee paid monthly as follows:
The amount paid monthly shall be equal to (a) the applicable
annual fee multiplied by the average daily net asset value of
the Sub-Adviser's Portfolio Account for the month (b) multiplied
by the number of days in the month and divided by the number of
days in the year.
If the average daily net asset value of the Sub-Adviser's
Portfolio Account for the month is less than $125 million, the
applicable annual fee is 0.50% on average daily net assets. If
the average daily net asset value of the Sub-Adviser's Portfolio
Account for the month is $125 million or more, the applicable
annual fee is 0.45% on the first $100 million of average daily
net assets and 0.40% on average daily net assets in excess of
$100 million.
Such fee shall be payable in arrears within 15 business days
following the end of each month.
Dated: December 3, 2009
