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Ex-99.5(b)
SUB-ADVISORY AGREEMENT
AGREEMENT mad* as of the 29th day of April 1988, by and
between XXXXXXX XXXXX ASSET MANAGEMENT, INC., a Delaware
corporation (hereinafter referred to as "MLAM"), and XXXXXXX XXXXX
ASSET MANAGEMENT U.K., LTD., a corporation organized under the
laws of England and Wales (hereinafter referred to as "MLAM U.K.")
W I T N E S S E T H :
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WHEREAS, XXXXXXX XXXXX EUROFUND (the "Fund")is a
Massachusetts business trust engaged in business as a diversified
open-end investment company registered under the Investment
Company Act of 1940, as amended (hereinafter referred to as the
"Investment Company Act"); and
WHEREAS, MLAM and MLAM U.K. are engaged principally in
rendering investment advisory services and are registered as
investment advisers under the Investment Advisers Act of 1940;
and
WHEREAS, MLAM has entered into a management agreement with
the Fund (the "Management Agreement"), dated December 19, 1986,
pursuant to which MLAM will provide management and investment and
advisory services to the Fund; and
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WHEREAS, MLAM U.K. is willing to provide investment advisory
services to MLAM in connection with the Fund's operations on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, MLAM U.K. and MLAM hereby agree
as follows..
ARTICLE I
Duties of MLAM U.K.
MLAM hereby employs MLAM U.K. to act as investment adviser
to MLAM and to furnish, or arrange for affiliates to furnish, the
investment advisory services described below, subject to the
broad supervision of MLAM and the Fund, for the period and on the
terms and conditions set forth in this Agreement. MLAM U.K.
hereby accepts such employment and agrees during such period, at
its own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the
compensation provided for herein. MLAM U.K. and its affiliates
shall for all purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed and agent of the Fund.
MLAM U.K. shall provide MLAM with such investment research,
advice and supervision as the latter may from tine to time
consider necessary for the proper supervision of the assets of
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the Fund, shall furnish continuously an investment program for
the Fund and shall make recommendations from time to time as to
which securities shall be purchased, sold or exchanged and what
portion of the assets of the Fund shall be held in the various
securities in which the Fund invests or cash, subject always to
the restrictions of the Declaration of Trust and By-Laws of the
Fund, as amended from time to time, the provisions of the
Investment Company Act and the statements relating to the Fund's
investment objectives, investment policies and investment
restrictions as the same are set forth in the currently effective
prospectus and statement of additional information relating to
the shares of the Fund under the Securities Act of 1933, as
amended (the "Prospectus" and "Statement of Additional
Information" respectively). MLAM U.K. shall make
recommendations as to foreign currency matters and the
advisability of entering into currency options and futures,
options on such futures and forward foreign currency
transactions. MLAM U.K. shall also make recommendations as to
the manner in which voting rights, rights to consent to corporate
action and any other rights pertaining to the Fund's portfolio
securities shall be exercised.
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ARTICLE II
Allocation of Charges and Expenses
MLAM U.K. assumes and shall pay for maintaining the staff
and personnel necessary to perform its obligations under this
Agreement, and shall at its own expense, provide the office
space, equipment and facilities which it is obligated to provide
under Article I hereof, and shall pay all compensation of
officers of the Fund and all Trustees of the Fund who are
affiliated persons of MLAM U.K.
ARTICLE III
Compensation of MLAM U.K.
For the services rendered, the facilities furnished and
expenses assumed by MLAM U.K., MLAM shall pay to MLAM U.K. at the
end of each calendar month a fee based upon the average daily
value of the net assets of the Fund, as determined and computed
in accordance with the description of the determination of net
asset value contained in the Prospectus and Statement of
Additional Information, at the annual rate of .15 of 1.0% (.15%)
of the average daily net assets of the Fund, commencing on the
day following effectiveness hereof. During any period when the
determination of net asset value is suspended by the Trustees of
the Fund, the net asset value of a share as of the last business
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day prior to such suspension shall for this purpose be deemed to
be the net asset value at the close of each succeeding business
day until it is again determined.
ARTICLE IV
Limitation of Liability of MLAM U.K.
MLAM U.K. shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or
for any act of omission it the performance of sub-advisory
services rendered with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of reckless disregard of its obligations
and duties hereunder. As used in this Article IV, MLAM U.K.
shall include any affiliates of MLAM U.K. performing services for
MLAM contemplated hereby and directors, officers and employees of
MLAM U.K. and such affiliates.
ARTICLE V
Activities of MLAM U.K.
The services of MLAM U.K. to the Fund are not to be deemed
to be exclusive,. MLAM U.K. and any person controlled by or under
common control with MLAM U.K. (for purpose of this Article V
referred to as "affiliates") being free to render services to
others. It is understood that Trustees, officers, employees and
shareholders of the Fund are or may become interested in MLAM
U.K. and its affiliates, as directors, officers, employees and
shareholders of MLAM U.K. and its affiliates are or may become
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similarly interested in the Fund, and that MLAM U.K. and
directors, officers, employees, partners and shareholders of its
affiliates may become interested in the Fund as shareholders or
otherwise.
ARTICLE VI
Duration and Termination of this Agreement
This Agreement shall become effective as of the date first
above written and shall remain in force until March 31, 1989 and
thereafter, but only so long as such continuance is specifically
approved at least annually by (i) the Trustees of the Fund, or by
the vote of a majority of the outstanding voting securities of
the Fund, and (ii) a majority of those Trustees 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.
This Agreement ray be terminated at any time, without the
payment of any penalty, by MLAM or by vote of a majority of the
outstanding voting securities of the Fund, or by MLAM U.K., on
sixty days' written notice to the other party. This Agreement
shall automatically terminate in the event of its assignment or
in the event of the termination of the Management Agreement.
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ARTICLE VII
Amendments of this Agreement
This Agreement may be amended by the parties only if such
amendment is specifically approved by (i) the Trustees of the
Fund, or by the vote of a majority of outstanding voting
securities of the Fund, and (ii) a majority of those Trustees 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.
ARTICLE VIII
Definitions of Certain Terms
The terms "vote; of a majority of the outstanding voting
securities", "assignment" "affiliated person" and "interested
person", when used in this Agreement, shall have the respective
meanings specified in the Investment Company Act and the rules
and regulations thereunder, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX
Governing law
This Agreement shall be construed in accordance with laws of
the State of Now York and the applicable provisions of the
Investment Company Act. To the extent that the applicable laws
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of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company
Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
ILL XXXXX ASSET MANAGEMENT, INC.
By /s/ Xxxxxx Xxxxxx
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XXXXXXX XXXXX ASSET MANAGEMENT U.K., LTD.
By /s/ Xxxxx X. Xxxxx
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