XXXXXXX INTERNATIONAL OPPORTUNITIES
FUND
INVESTMENT SUB-ADVISORY AGREEMENT
This INVESTMENT SUB-ADVISORY
AGREEMENT ("Agreement") effective this 1st day of
November, 2017 is between Xxxxxxx Research and
Management ("Adviser"), a Massachusetts business
trust, and Xxxxx Xxxxx Advisers International Ltd., a
private limited company incorporated in England and
Wales, ("Sub-Adviser").
WHEREAS, Xxxxxxx International Opportunities
Fund ("Fund"), a series of Xxxxxxx World Values Fund
("Company"), is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an
open-end, management investment company; and
WHEREAS, pursuant to an Investment
Advisory Agreement dated December 31, 2016
("Advisory Agreement"), a copy of which has been
provided to the Sub-Adviser, the Company has retained
the Adviser to render investment advisory services to the
Fund (as described more fully below); and
WHEREAS, pursuant to authority granted to the
Adviser in the Advisory Agreement, the Adviser wishes
to retain the Sub-Adviser to furnish investment advisory
services to the Fund and the Adviser, and the Sub-
Adviser is willing to furnish such services to the Fund
and the Adviser.
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is
agreed between the Adviser and the Sub-Adviser as
follows:
1. Appointment. The Adviser hereby
appoints the Sub-Adviser to act as the investment sub-
adviser for and to manage the investment and
reinvestment of that portion of the Fund's assets that
shall be allocated to the Sub-Adviser ("Portfolio"),
subject to the supervision of the Adviser, for the period
and on the terms set forth in this Agreement. The Sub-
Adviser accepts such appointment and agrees to furnish
the services set forth herein for the period and on the
terms set forth in this Agreement.
Subject to the requirements of the 1940 Act, the
Adviser has the authority in its discretion to alter the
allocation of the Fund's assets among the Sub-Adviser,
the Adviser and any other appointed sub-adviser.
2. Sub-Adviser Duties. Subject to the
supervision of the Board of Directors (the "Board") and
the Adviser, the Sub-Adviser will provide a continuous
investment program for the Portfolio and determine, in
its discretion and subject to Section 3 of this Agreement,
the composition of the assets of the Portfolio, including
the determination of the purchase, retention, or sale of
the securities, cash, and other investments for the
Portfolio. Subject to Section 3 of this Agreement, the
Sub-Adviser will provide investment research and
conduct a continuous program of evaluation, investment,
sale, and reinvestment of the Portfolio's assets by
determining (a) the securities and other investments that
shall be purchased, entered into, sold, closed, and/or
exchanged for the Portfolio; (b) when these transactions
should be executed, and (c) what portion of the assets of
the Portfolio should be held in various securities and
other investments in which the Fund is permitted to
invest. In accordance with the terms of this Agreement,
the Sub-Adviser is authorized, in its sole discretion, to
buy, sell, and otherwise trade in any of the types of
securities and investment instruments in accordance with
the investment objectives and policies disclosed in the
Company's Registration Statement for the Fund as filed
with the U.S. Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended
("1933 Act"), and the 1940 Act, as from time to time
amended ("Registration Statement").
The Sub-Adviser will provide the services under
this Agreement in accordance with the Company's
Articles of Incorporation, By-Laws, and the Fund's
investment objective(s), policies and procedures and
restrictions as stated in the Registration Statement. The
Adviser shall provide the Sub-Adviser with copies of the
Company's Articles of Incorporation, By-Laws and any
amendment to the Registration Statement promptly
following its filing with the SEC as well as any sticker
supplements to the Fund's prospectus or statement of
additional information relevant to the Sub-Adviser or its
management of the Fund. Sub-Adviser's services under
this Agreement may also be subject to any other
investment parameters for the Fund (including portfolio
risk limits) that are mutually agreed to in writing by the
Adviser and the Sub-Adviser.
The Sub-Adviser further agrees as follows:
a. The Sub-Adviser shall perform its duties
hereunder in accordance with (i) the 1940 Act and all
rules and regulations thereunder, (ii) all other applicable
federal and state laws and regulations, (iii) any
procedures adopted by the Board and deemed applicable
by the Adviser to the Fund (provided that the Sub-
Adviser has been or will be provided by the Adviser
with a copy of any current or future procedures and has
been provided with a reasonable period of time to
understand and adapt to such procedures) ("Fund
Procedures"), (iv) the provisions of the Fund's
Registration Statement (as described above), and (v) the
Sub-Adviser's operating policies and procedures
provided to the Adviser. The Sub-Adviser shall exercise
reasonable care in the performance of its duties under the
Agreement. With respect to (iii) above, by executing
this Agreement, the Sub-Adviser acknowledges that it
has received from the Adviser written copies of the
current Fund Procedures and has had a reasonable period
of time to understand and adapt to such Procedures.
b. The Sub-Adviser will manage the
Portfolio so that it meets the income and asset
diversification requirements of Section 851 of the
Internal Revenue Code of 1986, as amended ("Code").
The Sub-Adviser shall not be responsible for compliance
with Section 851 of the Code with respect to any
portions of the Fund that are not part of the Portfolio.
c. The Sub-Adviser agrees to take
appropriate action (which includes voting) with respect
to all proxies for the Fund's portfolio investments in a
timely manner in accordance with the Fund's Proxy
Voting Guidelines (a copy of which has been provided
to the Sub-Adviser) to the extent that the Sub-Adviser
receives timely notice that the Adviser no longer will be
voting proxies for the Fund's portfolio investments.
When the Adviser has assumed responsibility for voting
proxies for the Fund's portfolio investments pursuant to
the Fund's Proxy Voting Guidelines, the Sub-Adviser
agrees to assist, to the extent necessary, to facilitate the
Adviser's timely receipt of all proxies for the Fund's
portfolio investments, which the Adviser, in turn, will
vote.
d. The Sub-Adviser will assist the
Company's Custodian ("Custodian") and the Adviser in
determining or confirming, consistent with the relevant
Fund Procedures and as stated in the Registration
Statement, the value of any portfolio securities or other
assets of the Fund for which the Custodian or the
Adviser seeks assistance from, or identifies for review
by, the Sub-Adviser and otherwise perform such duties
as sub-adviser for the Portfolio as are specifically
described in such Fund Procedures. The parties
acknowledge that the Sub-Adviser is not a custodian of
the Company's assets and will not take possession or
custody of such assets.
e. Following the end of each of the Fund's
fiscal quarters, the Sub-Adviser will assist the Fund's
administrator in its preparation of any reports required
by applicable rules and regulations, such as Form N-
CSR, Form N-SAR and Form N-Q, to be filed by the
Fund as well as any discussion of the Portfolio's
performance required by applicable law. The Sub-
Adviser will also provide periodic commentaries
regarding the performance of the Portfolio as reasonably
requested by the Adviser, which shall be subject to
review and approval by the Adviser. The Sub-Adviser
also will provide to the Company any certifications
relating to the content of any such report, discussion or
commentary as required by relevant Fund Procedures or
as is otherwise reasonably requested by the Company.
f. The Sub-Adviser will complete and
deliver to the Adviser for each quarter by the 10th
calendar day of the following quarter (i) a written
compliance checklist in a form provided by the Adviser,
(ii) a written investment oversight questionnaire in a
form provided by the Adviser, (iii) a risk management
and related analytic report in a format agreed to in
advance by the Adviser and Sub-Adviser, and (iv) such
other reports as may be reasonably requested by the
Adviser.
g. The Sub-Adviser will make available to
the Company and the Adviser, promptly upon request,
any of the investment records and ledgers for the
Portfolio maintained by the Sub-Adviser (which shall
not include the records and ledgers maintained by the
Custodian, portfolio accounting agent or other service
providers for the Company) as are necessary to assist the
Company and the Adviser in complying with
requirements of the 1940 Act and the Investment
Advisers Act of 1940, as amended ("Advisers Act"), and
the rules under each, as well as other applicable
securities laws. The Sub-Adviser will furnish to
regulatory authorities, having the requisite authority over
the Fund, any information or reports in connection with
the Sub-Adviser's services to the Fund and the Adviser
that may be requested in order to ascertain whether the
operations of the Fund are being conducted in a manner
consistent with applicable laws and regulations.
h. The Sub-Adviser will provide periodic
reports to the Board (for consideration at meetings of the
Board) on the investment program for the Portfolio and
the investments in the Portfolio in a format agreed to in
advance by the Adviser and Sub-Adviser and such other
special reports as the Board or the Adviser may
reasonably request, provided the format of such special
reports is agreed to in advance by the Adviser and Sub-
Adviser.
i. The Sub-Adviser will maintain a fidelity
bond, as well as insurance for its directors and officers
and errors and omissions in an adequate amount based
on the Sub-Adviser's assets under management and the
scope of its business.
3. Application of Responsible Investment
Criteria. To the extent provided in the Registration
Statement, the Adviser is responsible for providing
investment research and decision making to the Fund
using its responsible investment principles, which may
be amended from time to time with approval of the
Board. The Sub-Adviser will buy only those securities
permitted by the Fund's investment program and
determined by the Adviser to meet the responsible
investment criteria and of which the Sub-Adviser has
been notified. In the event that the Adviser notifies the
Sub-Adviser that a security already in the Portfolio no
longer meets the Fund's responsible investment criteria,
the Adviser shall instruct the Sub-Adviser as to whether
the Sub-Adviser should dispose of the security
immediately or at such time as the Sub-Adviser believes
would be least detrimental to the Fund. To the extent
instructed by the Adviser, the Sub-Adviser shall have no
liability for the properly executed disposition of any
securities under this sub-paragraph. With respect to this
sub-paragraph, the means by which the Adviser shall
notify the Sub-Adviser shall be mutually agreed upon by
the parties.
4. Broker-Dealer Selection and Portfolio
Transaction Information. The Sub-Adviser is authorized
to place all orders for the purchase or sale of portfolio
securities and investment instruments permitted by the
Fund's Registration Statement for the Portfolio either
directly with the issuer or with brokers or dealers
selected by the Sub-Adviser. To that end, the Sub-
Adviser is authorized as the agent of the Fund to give
instructions to the Custodian as to deliveries of securities
and investment instruments and payments of cash for the
account of the Fund. In connection with the selection of
such brokers or dealers and the placing of orders for the
Portfolio, the Sub-Adviser shall follow the relevant Fund
Procedures, including the policies and procedures
relating to brokerage allocation and use of Fund
commissions and shall use its best efforts to seek, on
behalf of the Fund, the best overall execution available.
The Sub-Adviser will report on brokerage allocation to
the Company's Board periodically indicating the broker-
dealers to which such allocations have been made and
the basis therefore.
The Sub-Adviser will arrange for the
transmission to the Custodian on a daily basis such
confirmation, trade tickets, and other documents and
information, including, but not limited to, CUSIP, Cedel,
or other numbers that identify securities to be purchased
or sold on behalf of the Portfolio, as may be reasonably
necessary to enable the Custodian to perform its
administrative and recordkeeping responsibilities with
respect to the Company.
5. Disclosure about Sub-Adviser. The
Sub-Adviser has received and reviewed the most current
amendment to the Registration Statement for the
Company relating to the offering of Fund shares that
contains disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the
disclosure about the Sub-Adviser and its investment
process or personnel, and securities or other investments
permitted for investment for the Portfolio, including the
risks of such securities or other investments, such
Registration Statement, as of the date hereof, contains no
untrue statement of any material fact or omits to state a
material fact that would be necessary in order to make
the statements contained therein, in light of the
circumstances under which they were made, not
misleading. The Sub-Adviser agrees to promptly notify
the Adviser of any changes to the above referenced
information within the Registration Statement that are
necessary for the Registration Statement to remain
accurate or to ensure that the Registration Statement
contains no untrue statement of any material fact or
omits to state a material fact that would be necessary in
order to make the statements contained therein, in light
of the circumstances under which they were made, not
misleading. The Sub-Adviser further represents and
warrants that it is a duly registered investment adviser
under the Advisers Act and will maintain such
registration so long as this Agreement remains in effect.
The Adviser hereby acknowledges that it has received a
copy of the Sub-Adviser's Form ADV (as filed with the
SEC) prior to entering into this Agreement.
6. Duties of the Adviser. The Adviser
undertakes to provide the Sub-Adviser with reasonable
advance written notice of any action taken by the
Adviser or the Company's Board that is likely to have
any impact on the Sub-Adviser or its ability to provide
services under this Agreement including, without
limitation, any change to (i) the Fund's investment
objective, strategies, policies, and restrictions, (ii) the
Fund Procedures, or (iii) the Fund's Registration
Statement as it relates to the services provided by the
Sub-Adviser to the Fund. The Adviser agrees that,
provided it is within its ability, it will allow for a
reasonable implementation period for any such action
and Sub-Adviser agrees it will make a reasonable effort
to implement any such action within such
implementation period.
7. Expenses. During the term of this
Agreement, the Sub-Adviser will pay all expenses
incurred by it and its staff and for their activities in
connection with its duties under this Agreement,
including, but not limited to, rental and overhead
expenses, expenses of the Sub-Adviser's personnel,
insurance of the Sub-Adviser and its personnel, research
services (except as permitted under the Fund
Procedures), and taxes of the Sub-Adviser.
The Sub-Adviser shall bear all expenses and
costs of the Company (including reasonable attorney's
fees), if any, arising out of a termination or possible
termination of this Agreement as a result of an
assignment caused by a change of control or
management of the Sub-Adviser, including the
preparation and mailing of an information statement to
shareholders pursuant to a "manager-of-managers"
exemptive order from the SEC, or the preparation,
mailing, solicitation and other costs associated with the
use of a proxy statement relating to a shareholder vote in
respect of a new sub-advisory agreement. The foregoing
obligations of the Sub-Adviser shall apply in any
circumstance in which the Adviser, in consultation with
internal or outside counsel to the Company, deems that
an actual or possible assignment of this Agreement has
or may occur, and determines that an information
statement should be used, or a vote of shareholders
should be obtained, as the case may be.
The Sub-Adviser will not be responsible for
extraordinary expenses relating to inspections,
investigations, inquiries and other actions by regulatory
authorities except to the extent that such extraordinary
expenses specifically relate to the Sub-Adviser's
services provided to the Portfolio or are the result of the
actions or omissions of the Sub-Adviser or any affiliated
person of the Sub-Adviser, and each person, if any, who,
within the meaning of Section 15 of the 1933 Act is a
Controlling Person of the Sub-Adviser.
The Adviser and the Company shall be
responsible for all expenses of the Fund's and Adviser's
operations including, without limitation, those described
in the Advisory Agreement.
8. Compensation. For the services
provided to the Fund, the Adviser will pay the Sub-
Adviser an annual fee equal to the amount specified in
Schedule A hereto payable monthly in arrears on the last
business day of each month. The fee will be
appropriately prorated to reflect any portion of a
calendar month that this Agreement is not in effect. The
Adviser is solely responsible for the payment of fees to
the Sub-Adviser, and the Sub-Adviser agrees to seek
payment of its fees solely from the Adviser. The
Company shall have no liability for Sub-Adviser's fee
hereunder.
Any compensation payable under this paragraph
shall exclude any assets invested under the Fund's High
Social Impact Investments and/or Special Equities
programs.
9. Use of the Name "Xxxxx Xxxxx." The
Sub-Adviser hereby consents to the use of the name
"Xxxxx Xxxxx" as part of the Fund's name; provided,
however, that such consent shall be conditioned upon the
employment of the Sub-Adviser or one of its affiliates as
the investment sub-adviser of the Fund. The name
"Xxxxx Xxxxx" or any variation thereof may be used,
from time to time, in other connections and for other
purposes by the Sub-Adviser and its affiliates and other
investment companies that have obtained consent to the
use of the name "Xxxxx Xxxxx." The Sub-Adviser shall
have the right to require the Fund to cease using the
name "Xxxxx Xxxxx" as part of the Fund's name if the
Adviser ceases, for any reason, to employ the Sub-
Adviser or one of its affiliates as the Fund's investment
sub-adviser. Future names adopted by the Fund for
itself, insofar as such names include identifying words
requiring the consent of the Sub-Adviser, shall be the
property of the Sub-Adviser and shall be subject to the
same terms and conditions.
10. Compliance.
a. As required by Rule 206(4)-7
under the Advisers Act, the Sub-Adviser has adopted
written policies and procedures reasonably designed to
prevent violation by it, or any of its supervised persons,
of the Advisers Act and the rules under the Advisers Act
and all other laws and regulations relevant to the
performance of its duties under this Agreement ("Sub-
Adviser Procedures"). The Sub-Adviser has designated
a chief compliance officer ("CCO") responsible for
administering the Sub-Adviser Procedures. The CCO
shall provide to the Adviser and/or the Company and
their respective CCOs written compliance reports
relating to the operations and compliance procedures of
the Sub-Adviser as may be required by law or regulation
or as are otherwise reasonably requested. The Sub-
Adviser agrees to implement other or additional
compliance techniques as the Adviser or the Board may
reasonably request, including written compliance
procedures, provided that doing so would not cause the
Sub-Adviser to incur additional significant fees or
expenses or otherwise conflict with the Sub-Adviser's
compliance program.
b. The Sub-Adviser agrees that, if
legally permitted, it shall promptly notify (orally or in
writing), the Adviser and the Company if the SEC has:
commenced an examination of the Sub-Adviser,
censured the Sub-Adviser; placed limitations upon its
activities, functions or operations; suspended or revoked
its registration as an investment adviser; commenced
proceedings or an investigation (formally or informally)
that may result in any of these actions; or corresponded
with the Sub-Adviser including sending a deficiency
letter or raising issues about the business, operations, or
practices of the Sub-Adviser, which may have a material
impact on the Sub-Adviser's ability to manage the
Portfolio. The Sub-Adviser further agrees to promptly
notify the Adviser and the Company upon detection of
any breach of any of the Fund Procedures or material
violation of any applicable law or regulation, including
the 1940 Act and Subchapter M of the Code, relating to
the Portfolio, or upon detection of any violation of the
Sub-Adviser Procedures that relate to the Portfolio or
Sub-Adviser's activities as an investment sub-adviser
generally. The Sub-Adviser further agrees to promptly
notify the Adviser and the Company of any material fact
known to the Sub-Adviser relating to the Sub-Adviser
that is not contained in the Fund's Registration
Statement, prospectus or statement of additional
information, or any amendment or supplement thereto,
or if any statement contained therein that becomes
untrue in any material respect.
c. The Adviser agrees that it shall
promptly notify, if legally permitted, the Sub-Adviser
(1) in the event that the SEC has censured the Adviser or
the Company with respect to the Fund; placed
limitations upon either of their activities, functions, or
operations; suspended or revoked the Adviser's
registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of
these actions, (2) upon having a reasonable basis for
believing that the Company has ceased to qualify or
might not qualify as a regulated investment company
under Subchapter M of the Code, or (3) of any
regulatory matter involving the Fund's investments or
investment practices.
d. The Sub-Adviser will provide
the Adviser with such reports, presentations,
certifications and other information as the Adviser may
reasonably request from time to time concerning the
business and operations of the Sub-Adviser in
performing services hereunder or generally concerning
the Sub-Adviser's investment advisory services, the
Sub-Adviser's compliance with applicable federal, state
and local law and regulations, and other matters that are
likely to have a material impact on the Sub-Advisers
duties hereunder.
11. Books and Records. The Sub-Adviser
hereby agrees that all records which it maintains for the
Portfolio are the property of the Company and further
agrees to surrender promptly to the Company any of
such records upon the Company's or the Adviser's
request in compliance with the requirements of Rule
31a-3 under the 1940 Act, although the Sub-Adviser
may, at its own expense, make and retain a copy of such
records. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-l
under the 1940 Act.
12. Cooperation; Confidentiality. Each
party to this Agreement agrees to cooperate with the
other party and with all appropriate governmental
authorities having the requisite jurisdiction (including,
but not limited to, the SEC) in connection with any
investigation or inquiry relating to this Agreement, the
Fund or the Company. Subject to the foregoing, each
party shall treat as confidential all information pertaining
to the Sub-Adviser, Adviser, the Fund or its shareholders
or the Company (as applicable), their actions with
respect to the Fund and the Company, and the business,
operations and clients of the Adviser and the Sub-
Adviser, except that the aforesaid information need not
be treated as confidential if (a) required to be disclosed
under applicable law, (b) generally available to the
public through means other than by disclosure by the
parties, or (c) available from a source other than the
Adviser, Sub-Adviser or the Company. Sub-Adviser
acknowledges that the Adviser will have continuous
access to the Portfolio's holdings and information
relating to Portfolio management that is in the
possession of the Fund's custodian.
Neither the Adviser nor Sub-Adviser
shall disclose or disseminate non-public information
regarding the Portfolio, including a list of portfolio
securities identified as being held by the Portfolio, which
it receives or has access to in the course of performing
its duties under this Agreement except as may be
permitted by relevant Fund Procedures. Neither party
shall use its knowledge of non-public information
regarding the Portfolio as a basis to place or recommend
any securities transactions for its own benefit, or the
benefit of one or more of its clients, to the detriment of
the Fund. To the extent that either Party has delegated
any duties or services to an affiliate or a third-party, it
shall ensure that any such affiliate or third-party abides
by the confidentiality provision of this Section 11. Each
Party shall ensure that any such affiliate or third-party
shall enter into a written confidentiality agreement
providing for the non-disclosure of such non-public
information. Notice of such agreement shall be provided
to the Company.
13. Other Interests. It is understood that
Directors and officers of the Company and shareholders
of the Fund are or may be or become interested in the
Sub-Adviser as trustees, officers, employees,
shareholders or otherwise and that trustees, officers,
employees and shareholders of the Sub-Adviser are or
may be or become similarly interested in the Fund, and
that the Sub-Adviser may be or become interested in the
Fund as a shareholder or otherwise. It is also understood
that trustees, officers, employees and shareholders of the
Sub-Adviser may be or become interested (as directors,
trustees, officers, employees, shareholders or otherwise)
in other companies or entities (including, without
limitation, other investment companies) that the Sub-
Adviser may organize, sponsor, or acquire, or with
which it may merge or consolidate, and which may
include the words "Xxxxx Xxxxx Advisers International
Ltd." or any combination thereof as part of their name,
and that the Sub-Adviser or its subsidiaries or affiliates
may enter into advisory or management agreements or
other contracts or relationships with such other
companies or entities.
14. Control. Notwithstanding any other
provision of the Agreement, it is understood and agreed
that the Company shall at all times reserve the right to
reasonably direct any action hereunder taken on its
behalf by the Sub-Adviser.
15. Limitation of Liability of the Sub-
Adviser. The services of the Sub-Adviser to the Adviser
for the benefit of the Fund are not to be deemed to be
exclusive, the Sub-Adviser being free to render services
to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-
Adviser shall not be subject to liability to the Adviser or
the Fund or any shareholder in the Fund for any act or
omission in the course of, or connected with, rendering
services hereunder or for any losses that may be
sustained in the acquisition, holding, or disposition of
any security or other investment.
16. [Reserved]
17. Duration and Termination.
a. This Agreement shall become
effective on the date first stated above, subject to the
condition that the Company's Board, including a
majority of those Directors who are not interested
persons (as such term is defined in the 0000 Xxx) of the
Adviser or the Sub-Adviser, shall have approved this
Agreement in the manner required by the 1940 Act.
Unless terminated as provided herein, this Agreement
shall remain in full force and effect through and
including the second anniversary of the execution of this
Agreement and shall continue in full force and affect
indefinitely thereafter, but only so long as such
continuance is specifically approved at least annually by
(a) the Board, or by the vote of a majority of the
outstanding voting securities (as defined in the 0000
Xxx) of the Company, and (b) the vote of a majority of
those Directors who are not interested persons (as such
term is defined in the 0000 Xxx) of any such party to this
Agreement cast in person at a meeting called for the
purpose of voting on such approval.
b. Notwithstanding the foregoing,
this Agreement may be terminated: (a) by the Adviser at
any time without payment of any penalty, upon 60 days'
prior written notice to the Sub-Adviser and the Company
provided, however, that the Adviser may terminate this
Agreement immediately without penalty in the event
Sub-Adviser is unable to adopt compliance techniques,
in accordance with the terms of Section 10.a. of this
Agreement or violates the Non-Use Agreement; (b) at
any time without payment of any penalty by the
Company, by the Company's Board or a majority of the
outstanding voting securities of the Company, upon 60
days' prior written notice to the Adviser and the Sub-
Adviser, or (c) by the Sub-Adviser upon 60 days prior
written notice, provided, however, that the Sub-Adviser
may terminate this Agreement at any time without
penalty, effective upon written notice to the Adviser and
the Company, in the event either the Sub-Adviser (acting
in good faith) or the Adviser ceases to be registered as an
investment adviser under the Advisers Act or otherwise
becomes legally incapable of providing investment
management services pursuant to its respective contract
with the Company.
c. In the event of termination for
any reason, all records of the Company shall promptly
be returned to the Adviser or the Company, free from
any claim or retention of rights in such record by the
Sub-Adviser, although the Sub-Adviser may, at its own
expense, make and retain a copy of such records. This
Agreement shall automatically terminate in the event of
its assignment (as such term is described in the 1940
Act). In the event this Agreement is terminated or is not
approved in the manner described above, the Sections or
Paragraphs numbered 12, 14, 15, 18 and 21 of this
Agreement shall remain in effect, as well as any
applicable provision of this Section 17 and, to the extent
that only amounts are owed to the Sub-Adviser as
compensation for services rendered while the agreement
was in effect as provided in Section 8.
d. Upon termination of this
Agreement: (a) the duties of the Adviser delegated to the
Sub-Adviser under this Agreement shall automatically
revert to the Adviser or a successor sub-adviser; and (b)
both parties agree to use reasonable efforts to jointly
issue public statements (other than those public
statements required by law to be delivered by a single
party) regarding the termination of the Agreement.
18. Notices. Any notice must be in writing
and shall be sufficiently given (a) when delivered in
person, (b) when dispatched by electronic mail or
electronic facsimile transfer (confirmed in writing by
postage prepaid first class air mail simultaneously
dispatched), (c) when sent by internationally recognized
overnight courier service (with receipt confirmed by
such overnight courier service), or (d) when sent by
registered or certified mail, to the other party at the
address of such party set forth below or at such other
address as such party may from time to time specify in
writing to the other party.
If to the Company:
Xxxxxxx World Values Fund
Attn: Xxxxxxx Gemma
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
If to the Adviser:
Xxxxxxx Research and Management
Attn: Xxxxxxx Gemma
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
If to the Sub-Adviser:
Xxxxx Xxxxx Advisers International Ltd.
Attn: Xxxx Marius
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
19. Amendments. No provision of this
Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and
no material amendment of this Agreement shall be
effective until approved as required by applicable law.
The Sub-Adviser shall furnish to the Board such
information as may be reasonably necessary in order for
the Board to evaluate this Agreement or any proposed
amendments thereto for the purposes of casting a vote
pursuant Section 17 or this Section 19 of this
Agreement.
20. No Third Party Beneficiaries. Nothing
in this Agreement, express or implied, is intended to or
shall confer upon any person not a party hereto any
right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement, except as described in
Section 21(b) of this Agreement. Without limiting the
generality of the foregoing, nothing in this Agreement is
intended to, or shall be read to, (i) create in any
shareholder or person other than the Adviser or the
Fund(s) in question (including without limitation any
shareholder in any Fund) any direct, indirect, derivative
or other rights against the Adviser or Sub-Adviser or (ii)
create or give rise to any duty or obligation on the part of
the Adviser or Sub-Adviser (including without limitation
any fiduciary duty) to any shareholder or person other
than a Fund, all of which rights, benefits, duties and
obligations are hereby expressly excluded.
21. Miscellaneous.
a. This Agreement shall be
governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts, provided that
nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, or
rules or orders of the SEC thereunder, and without
regard for the conflicts of laws principle thereof. Any
legal action or proceeding with respect to this
Agreement or the services provided hereunder or for
recognition and enforcement of any judgment in respect
hereof brought by the other party hereto or its successors
or assigns may be brought and determined in the state
courts of the Commonwealth of Massachusetts or the
United States District Court for the District of
Massachusetts and each party hereto submits with regard
to any action or proceeding for itself and in respect of its
property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts. Each party hereby
irrevocably waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any
action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason
other than the failure to lawfully serve process, (b) that it
or its property is exempt or immune from the jurisdiction
of any such court or from any legal process commenced
in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or
otherwise), and (c) to the fullest extent permitted by
applicable law, that (i) the suit, action or proceeding in
any such court is brought in an inconvenient forum, (ii)
the venue of such suit, action or proceeding is improper
and (iii) this Agreement, or the subject matter hereof,
may not be enforced in or by such courts. The term
"affiliate" or "affiliated person" as used in this
Agreement shall mean "affiliated person" as defined in
Section 2(a)(3) of the 0000 Xxx.
b. The Adviser and the Sub-
Adviser acknowledge that the Company enjoys the
rights of a third-party beneficiary under this Agreement,
and the Adviser acknowledges that the Sub-Adviser
enjoys the rights of a third party beneficiary under the
Advisory Agreement.
c. The Sub-Adviser expressly
acknowledges the provision in the Declaration of Trust
of the Adviser (which is on file with the Secretary of the
Commonwealth of Massachusetts) limiting the personal
liability of the Trustee, officers, employees and agents of
the Adviser, and the Sub-Adviser hereby agrees that it
shall have recourse to the Adviser for payment of claims
or obligations as between the Adviser and the Sub-
Adviser arising out of this Agreement and shall not seek
satisfaction from the Trustee or any officer, employee or
agent of the Adviser.
d. The captions of this Agreement
are included for convenience only and in no way define
or limit any of the provisions hereof or otherwise affect
their construction or effect.
e. To the extent permitted under
Section 17 of this Agreement, this Agreement may only
be assigned by any party with the prior written consent
of the other party.
f. 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, and to this
extent, the provisions of this Agreement shall be deemed
to be severable.
g. Nothing herein shall be
construed as constituting the Sub-Adviser as an agent or
co-partner of the Adviser, or constituting the Adviser as
an agent or co-partner of the Sub-Adviser.
h. This Agreement may be
executed in counterparts.
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed as of the day
and year first above written.
Xxxxxxx
Research and Management
By:
Name:
Title:
Xxxxx
Xxxxx Advisers International Ltd.
A
private
limited
compan
y
incorpo
rated in
Englan
d and
Wales,
authori
zed and
regulate
d by the
Financi
al
Conduc
t
Authori
ty of
the
United
Kingdo
m
By:
Name:
Title:
SCHEDULE A
Annual Investment Sub-Advisory Fee
For the services rendered under this Agreement, the fee
payable to the Sub-Adviser shall 0.338% of the
Portfolio's average daily net assets annually as
determined in accordance with the Fund's Valuation
Procedures. The Portfolio's daily net assets shall be
computed in accordance with the Company's governing
documents, and any applicable procedures, votes and
determinations of the Board of the Company.
The Adviser may agree to limit the total annual
operating expenses of the Fund. The amount of any such
subsidy (including subsidy amounts attributable to a
seed investment in the Fund by the Adviser or Sub-
Adviser) will be borne in proportion to the Fund's
investment advisory fee and sub-advisory fee earned by
the Adviser and the Sub-Adviser, respectively.
Per Section 8 of this Agreement, the Fee excludes any a
ssets invested in the Fund's High Social Impact
Investments and/or Special Equities Program.
18
