SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated December 14, 1995, between AMT Capital
Advisers, Inc., a Delaware corporation (the "Adviser") and Delphi Asset
Management, a New York partnership (the "Sub-Adviser").
In consideration of the mutual agreements herein made, the parties hereto agree
as follows:
1. Attorney-in-Fact. The Adviser appoints the Sub-Adviser as its attorney-in-
fact to invest and reinvest the assets of the U.S. Selected Growth Portfolio
(the "Portfolio") of AMT Capital Fund, Inc. (the "Fund"), as fully as the
Adviser itself could do. The Sub-Adviser hereby accepts this appointment.
2. Duties of the Sub-Adviser.
(a) The Sub-Adviser shall be responsible for
coordinating with the Adviser in managing the investment portfolio of the
Portfolio, including, without limitation, providing investment research, advice
and supervision, determining with the Adviser which portfolio securities shall
be purchased or sold by the Portfolio, purchasing and selling securities on
behalf of the Portfolio and determining with the Adviser how voting and other
rights with respect to portfolio securities of the Portfolio shall be exercised
subject in each case to the control of the Board of Directors of the Fund (the
"Board") and in accordance with the objectives, policies and principles of the
Portfolio set forth in the Prospectus as delineated in the section entitled
"Investment Objectives and Policies" and in the Statement of Additional
Information, as amended, of the Fund, the requirements of the Investment
Company Act of 1940, as amended, (the "Act") and other applicable law. In
performing such duties, the Sub-Adviser shall provide such office space, and
such executive and other personnel as shall be necessary for the operations of
the Portfolio. In managing the Portfolio in accordance with the requirements
set forth in this paragraph 2, the Sub-Adviser shall be entitled to act upon
advice of counsel to the Fund, counsel to the Adviser or counsel to the Sub-
Adviser.
(b) Subject to Section 36 of the Act (relating to breach of fiduciary
authority), the Sub-Adviser shall not be liable to the Adviser or the Fund for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the management of the Portfolio and
the performance of its duties under this Agreement except for losses arising out
of the Sub-Adviser's fraud, willful misfeasance or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement. It is agreed that the Sub-Adviser
shall have no responsibility or liability for the accuracy or completeness of
the Fund's Registration Statement under the Act and the Securities Act of 1933
except for information about the Sub-Adviser contained in the Prospectus
included as part of such Registration Statement supplied by the Sub-Adviser
for inclusion therein. The Adviser agrees to indemnify the Sub-Adviser for
any claims, losses, costs, damages, or expenses (including fees and
disbursements of counsel, but excluding the ordinary expenses of the Sub-
Adviser arising from the performance of its duties and obligations under this
Agreement) whatsoever arising out of the performance of this Agreement except
for those claims, losses, costs, damages and expenses resulting from the Sub-
Adviser's fraud, willful misfeasance or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(c) The Sub-Adviser and its officers may act and continue to act as investment
advisers and managers for others (including, without limitation, other
investment companies), and nothing in this Agreement will in any way be
deemed to restrict the right of the Sub-Adviser to perform investment
management or other services for any other person or entity, and the performance
of such services for others will not be deemed to violate or give rise to any
duty or obligation to the Fund.
(d) Except as provided in Paragraph 5, nothing in this Agreement will limit or
restrict the Sub-Adviser or any of its officers, affiliates or employees from
buying, selling or trading in any securities for its or their own account or
accounts. The Adviser acknowledges that the Sub-Adviser and its officers,
affiliates or employees, and its other clients may at any time have, acquire,
increase, decrease or dispose of positions in investments which are at the same
time being acquired or disposed of for the account of the Portfolio subject to
the requirements of the Act, and the rules thereunder. The Sub-Adviser will
have no obligation to acquire for the Portfolio a position in any investment
which the Sub-Adviser, its officers, affiliates or employees may acquire for
its or their own accounts or for the account of another client, if in the sole
discretion of the Sub-Adviser, it is not feasible or desirable to acquire a
position in such investment for the account of the Portfolio. The Sub-Adviser
represents that it has adopted a code of ethics governing personal trading that
complies in all material respects with the recommendations contained in the
Investment Company Institute "Report of the Advisory Group on Personal
Investing," dated May 9, 1994, and the Adviser agrees to furnish a copy of such
code of ethics to the Directors of the Fund.
(e) If the purchase or sale of securities consistent with the investment
policies of the Portfolio and one or more other clients serviced by the Sub-
Adviser is considered at or about the same time, transactions in such
securities will be allocated among the Portfolio and clients in a manner
deemed fair and reasonable by the Sub-Adviser. Although there is no specified
formula for allocating such transactions, the various allocation methods used by
the Sub-Adviser, and the results of such allocations, are subject to periodic
review by the Board.
3. Expenses. The Sub-Adviser shall pay all of its expenses arising from the
performance of its obligations under this Agreement except as provided in
Section 2(b) of this Agreement.
4. Compensation. (a) As compensation for the services performed and the
facilities and personnel provided by the Sub-Adviser pursuant to this Agreement,
the Adviser will pay to the Sub-Adviser promptly by the tenth of each month
following the relevant month, a fee, calculated on each day during such
relevant month, at an annual rate of 0.65% of the Portfolio's average daily
net assets on the first $50 million of assets and 0.60 % of the Portfolio's
average daily net assets for all amounts over $50 million.
(b) If the Sub-Adviser shall serve hereunder for less than the whole of any
month, the fee payable hereunder shall be prorated.
(c) For purposes of this Section 4, the "average daily net assets" of the
Portfolio shall mean the average of the values placed on the Portfolio's net
assets on each day pursuant to the applicable provisions of the Fund's
Registration Statement, as amended.
5. Purchase and Sale of Securities. The Sub-Adviser shall purchase securities
from or through and sell securities to or through such persons, brokers or
dealers as the Sub-Adviser shall deem appropriate in order to carry out the
policy with respect to the allocation of portfolio transactions as set forth
in the Registration Statement of the Fund, as amended, or as the Board may
direct from time to time. The Sub-Adviser will use reasonable efforts to execute
all purchases and sales with dealers and banks on a best available price and
most favorable execution basis. The Sub-Adviser will consider the full range
and quality of services offered by the executing broker or dealer when making
these determinations. Neither the Sub-Adviser nor any of its officers,
affiliates, or employees will act as principal or receive any compensation
from the Portfolio in connection with the purchase or sale of investments for
the Portfolio other than the fee referred to in Paragraph 4 hereof.
6. Term of Agreement. This Agreement shall continue in full force and effect
until two years from the date hereof, and will continue in effect from year to
year thereafter if such continuance is approved in the manner required by the
Act, provided that this Agreement is not otherwise terminated. The Sub-
Adviser and the Adviser may terminate this Agreement at any time, without
payment of penalty, upon 60 days' written notice to any other party hereto. The
Fund may terminate this Agreement with respect to the Portfolio at any time,
without payment of penalty, on 60 days' written notice to the Sub-Adviser by
vote of either the majority of the non-interested members of the Board or a
majority of the outstanding stockholders of the Portfolio. This Agreement
will automatically terminate in the event of its assignment (as defined by the
Act).
7. Fee Waivers. The Sub-Adviser agrees to waive all or a portion of its fee
to the extent necessary to meet the voluntary expense cap stated in the Fund's
Registration Statement, as amended, based on a formula whereby the Adviser,
Sub-Adviser, and Administrator share in the waiving of their respective fees
on a pro rata basis so long as the Adviser and Administrator continue to
waive their fees.
8. Changes in Membership. The Sub-Adviser is a partnership and, pursuant to the
New York State Law and the Investment Advisers Act of 1940, shall notify the
Fund of any change in the membership of such partnership within a reasonable
time after the change.
9. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require or to
impose any duty upon either of the parties to do anything in violation of any
applicable laws or regulations.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
ATTEST DELPHI ASSET MANAGEMENT
By:_______________________ By: /s/ Xxxxxxxx Xxxxx
Title: General Partner
ATTEST AMT CAPITAL ADVISERS, INC.
By:_______________________ By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
