SUB-INVESTMENT ADVISORY AGREEMENT
[INTERNATIONAL GROWTH FUND]
AGREEMENT made as of April 12, 1996 between CORESTATES
INVESTMENT ADVISERS, INC., a Pennsylvania corporation (hereinafter the
"Investment Adviser"), and XXXXXX XXXXXX, INC., a New York corporation
(hereinafter the "Sub-Adviser").
WHEREAS, CoreFunds, Inc., a Maryland corporation (the "Fund")
is registered as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of Common
Stock in separate series representing shares in a separate portfolio of
securities and other assets; and
WHEREAS, the Investment Adviser is a party to an Investment
Advisory Agreement, dated as of April 12, 1996 with the Fund, pursuant to which
the Investment Adviser provides investment advisory services to the Fund and
certain of its portfolios; and
WHEREAS, the Investment Adviser wishes to have the SubAdviser
act as a sub-investment adviser for a portion of the assets of the Fund's
International Growth Portfolio and as such to provide the Investment Adviser
with investment advisory services, including investment management, investment
research and investment recommendations, and the Sub-Adviser is willing to
provide such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Investment Adviser hereby appoints the
Sub-Adviser to act as a sub-investment adviser to the Fund for the period and on
the terms set forth in this Agreement. The Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. The Fund or the Investment Adviser
has furnished the Sub-Adviser with copies properly certified or authenticated of
each of the following:
(a) the Fund's Articles of Incorporation, as filed with the
Secretary of State of Maryland on September 11, 1984, and all amendments thereto
(such Articles, as presently in effect and as they shall from time to time be
amended or supplemented, are herein called the "Articles of Incorporation");
(b) the Fund's By-Laws and amendments thereto (such
By-Laws, as presently in affect and as they shall from time to time be amended,
are herein called the "ByLaws");
(c) resolutions of the Fund's Board of Directors
authorizing the appointment of the Investment Adviser and approving this
Agreement;
(d) the Fund's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange Commission on
September 11, 1984 and all amendments thereto;
(e) the Fund's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended ("1933 Act") (File No. 2-93214) and under
the 1940 Act as filed with the Securities and Exchange Commission and all
amendments thereto; and
(f) the Fund's most recent Prospectus and Statement of
Additional Information (such Prospectus and Statement of Additional Information,
as presently in effect and all amendments and supplements thereto, are herein
called the "Prospectus").
The Fund or the Investment Adviser will furnish the
Sub-Adviser from time to time with copies of all amendments of or supplements to
the foregoing.
3. Management. Subject to the supervision of the Fund's Board
of Directors and the Investment Adviser, the SubAdviser will provide a
continuous investment program for a portion of the assets of the International
Growth Portfolio of the Fund, as determined by the Investment Adviser, including
investment research and management with respect to that portion of securities
and investments and cash equivalents managed by the Sub- Adviser for the
International Growth Portfolio of the Fund and such other portfolios
(hereinafter collectively, the "Portfolios") offered by the Fund and identified
by the Fund as appropriate to use a sub-investment adviser. The Sub-Adviser will
determine from time to time what securities and other investments will be
purchased, retained, or sold by the Fund. The Sub-Adviser will provide the
services under this Agreement in accordance with the Fund's investment
objective, policies, and restrictions as stated in the Prospectus and
resolutions of the Fund's Board of Directors. The Sub-Adviser acknowledges and
agrees that the Fund shall have no responsibility to pay the Sub-Adviser, and
that any compensation to be paid to the Sub-Adviser shall be paid by the
Investment Adviser pursuant to Section 7 of this Agreement.
The Sub-Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations
of the Securities and Exchange Commission and will in addition conduct its
activities under this Agreement in accordance with any regulations of the
Comptroller of the Currency pertaining to the investment advisory activities of
national banks;
-2-
(b) will not make loans to any person to purchase or carry
the Fund shares or make loans to the Fund;
(c) will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any broker
or dealer. In placing orders with brokers and dealers the primary consideration
of the Sub-Adviser will be the prompt execution of orders in an effective manner
at the most favorable price. Subject to this consideration, brokers or dealers
who provide supplemental research to the Sub-Adviser may receive orders for
transactions with the Fund. In no instance will portfolio securities be
purchased from or sold to Fairfield Group, Inc., CoreStates Financial Corp, or
any affiliated person of either the Fund, Fairfield Group, Inc., or CoreStates
Financial Corp;
(d) will maintain all books and records with respect to the
Fund's portfolio securities transactions and will furnish the Fund's Board of
Directors such periodic and special reports as the Board may request;
(e) will treat confidentially and as proprietary
information of the Fund all records and other information relative to the Fund
and prior, present, or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund;
(f) will provide to the Fund and the Fund's other service
providers, at such intervals as may be reasonably requested by the Fund,
information relating to (i) the performance of services by the Sub-Adviser
hereunder, and (ii) market quotations of portfolio securities held by the Fund;
(g) will direct and use its best efforts to cause the
broker or dealer involved in any portfolio transaction with the Fund to send a
written confirmation of such transaction to the Fund's Custodian and Transfer
Agent; and
(h) will not purchase shares of the Fund for itself or for
accounts with respect to which it is exercising sole investment discretion in
connection with such transactions.
4. Services Not Exclusive. The investment management services
furnished by the Sub-Adviser hereunder are not to be deemed exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
-3-
5. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Fund are the property of the Fund and further agrees
to surrender promptly to the Fund any of such records upon the Fund's request.
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-1
under the 1940 Act.
6. Expenses. During the term of this Agreement, the
Sub-Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund and the cost of obtaining
market quotations of portfolio securities held by the Fund.
7. Compensation. For the services provided and the expenses
assumed pursuant to this Agreement, effective as of the date of this Agreement,
the Investment Adviser will pay the SubAdviser and the Sub-Adviser will accept
as full compensation therefor a fee, computed daily and paid monthly, at an
annual rate of .50% of the portion of the Portfolio's average daily net assets
allocated to such Sub-Adviser. The Sub-Adviser may from time to time and at its
discretion voluntarily waive all or a portion of its sub-advisory fees in order
to assist the Fund in maintaining a competitive expense ratio.
8. Limitation of Liability. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement.
9. Duration and Termination. This Agreement will become
effective as of the date first above written, provided that it shall have been
approved by the Fund's shareholders in accordance with the requirements under
the 1940 Act, and, unless sooner terminated as provided herein, shall continue
in effect until April __, 1998. Thereafter, if not terminated, this Agreement
shall continue in effect for successive periods of twelve months, each ending on
April __ each year, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Fund's Board of
Directors who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Fund's Board of Directors or by vote of
a majority of the Fund's outstanding voting securities. Notwithstanding the
foregoing, this Agreement may be terminated at anytime on sixty days' written
notice, without the payment of any penalty, by the Fund (by vote of the Fund's
Board of Directors or by vote of a majority of the Fund's outstanding voting
securities), by the Investment Advisor or by the Sub-Adviser. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding
-4-
voting securities," "interested persons" and "assignment" shall have the same
meaning of such terms in the 1940 Act.)
10. Amendment of This Agreement. 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. No amendment of this
Agreement shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. 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. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Pennsylvania law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
CORESTATES INVESTMENT ADVISERS, INC.
/s/ Xxxx Xxxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxxx
Title: Chairman
XXXXXX XXXXXX, INC.
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
Title: Vice President
-5-
