EXHIBIT 5(B)(XI)
SUB-ADVISORY AGREEMENT
AGREEMENT, made this ___ day of __________, 1996, between ARM Capital Advisors,
Inc. (ARM Capital), a Delaware corporation, and X.X. Xxxxxx Investment
Management Inc., a _____________ corporation.
WHEREAS, ARM Capital, a wholly-owned subsidiary of ARM Financial Group, Inc., is
an investment adviser registered under the Investment Advisers Act of 1940, as
amended (the Advisers Act);
WHEREAS, the Sub-Adviser is an investment adviser registered under the Advisers
Act;
WHEREAS, pursuant to a Management Agreement dated November 26, 1993 (the
Management Agreement), ARM Capital acts as Investment Manager to The Legends
Fund, Inc. (the Fund), an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Fund is authorized to issue multiple series of shares, each such
series representing a separate portfolio of securities and investments; and
WHEREAS, ARM Capital desires to retain the Sub-Adviser to furnish investment
advisory services to the Pinnacle Fixed Income Portfolio of the Fund (the
Portfolio), and the Sub-Adviser is willing to accept such appointment on the
terms and conditions set forth herein.
NOW, THEREFORE, based on the premises and the consideration set forth herein,
ARM Capital and the Sub-Adviser agree as follows:
SECTION 1. INVESTMENT ADVISORY SERVICES.
Subject to the supervision of the Fund's Board of Directors and ARM Capital, the
Sub-Adviser will provide a continuous investment program for the Portfolio and
determine the composition of the assets of the Portfolio, including
determination of the purchase, retention or sale of the securities, cash, and
other investments contained in the Portfolio's holdings. The Sub-Adviser will
provide investment research and conduct a continuous program of evaluation,
investment, sales, and reinvestment of the Portfolio's assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Portfolio, when these transactions should be
executed, and what portion of the assets of the Portfolio should be held in the
various securities and other investments in which it may invest, and the Sub-
Adviser is hereby authorized to execute and perform such services on behalf of
the Portfolio. To the extent, if any, permitted by the investment policies of
the Portfolio, the Sub-Adviser shall make determinations as to and execute and
perform futures contracts and options on behalf of the Portfolio. The Sub-
Adviser will provide the services under this Agreement in accordance with the
Portfolio's investment objective or objectives, policies, and restrictions as
stated in the Fund's Registration Statement filed with the Securities and
Exchange Commission (SEC). ARM Capital agrees to supply the Sub-Adviser with a
copy of the Registration Statement and each amendment thereto (the Registration
Statement as amended from time to time hereinafter referred to as the
Registration Statement) and any other documents that set forth investment
policies, procedures or restrictions governing the Portfolio and to notify the
Sub-Adviser in writing of any changes in the investment objectives, policies,
procedures and restrictions governing the Portfolio.
The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will manage the Portfolio (i) so that it will qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (the Code), and (ii) so as to ensure compliance by the
Portfolio with the diversification requirements of Section 817(h) of the Code
and regulations issued thereunder. In managing the Portfolio in accordance with
these requirements, the
Sub-Adviser shall be entitled to receive and act upon advice of counsel to the
Fund, counsel to ARM Capital or counsel to the Sub-Adviser, provided the Sub-
Adviser's counsel is acceptable to ARM Capital.
(b) In undertaking its duties under this Agreement, the Sub-Adviser will comply
with the 1940 Act and all rules and regulations thereunder, all other applicable
federal and state laws and regulations, with any applicable procedures adopted
by the Fund's Board of Directors of which it has notice and the provisions of
the Registration Statement.
(c) On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as of the Sub-Adviser's or
the Sub-Adviser's affiliates' other investment advisory clients, the Sub-Adviser
may, to the extent permitted by applicable laws and regulations, but shall not
be obligated to, aggregate the securities to be so sold or purchased with those
of its other clients where such aggregation is not inconsistent with the
policies set forth in the Registration Statement. In such event, the Sub-Adviser
will allocate the securities so purchased or sold, as well as the expenses
incurred in the transaction, in a manner that is fair and equitable in the Sub-
Adviser's judgment in the exercise of the Sub-Adviser's fiduciary obligations to
the Fund and to such other clients.
(d) In connection with the purchase and sale of securities for the Portfolio,
the Sub-Adviser, together with ARM Capital, will arrange for the transmission to
the custodian, transfer agent, dividend disbursing agent and recordkeeping agent
for the Fund (such custodian and agent or agents hereinafter referred to as the
Agent), on a daily basis, such confirmation, trade tickets (which shall state
industry classifications unless the Sub-Adviser has previously furnished a list
of classifications for portfolio securities), and other documents and
information, including (but not limited to) Cusip or other numbers that identify
securities to be purchased or sold on behalf of the Portfolio and, with respect
to mortgage derivative and asset-backed securities purchased by the Sub-Adviser
for the Portfolio, 1066Q reports and supplemental information as required to be
available pursuant to IRS Publication 938, as may be reasonably necessary to
enable the Agent to perform its administrative and recordkeeping
responsibilities with respect to the Portfolio. With respect to portfolio
securities to be purchased or sold through the Depository Trust Company, the
Sub-Adviser will arrange for the automatic transmission of the confirmation of
such trades to the Fund's Agent, and if requested, ARM Capital.
(e) The Sub-Adviser will be provided daily pricing reports by the Agent,
including the determination by the Agent for the Fund of the valuation of
portfolio securities and other investments of the Portfolio. The Sub-Adviser
shall not be obligated to independently verify the Agent's pricing
determinations, and the Agent's responsibility for accurate pricing
determinations of the value of the Portfolios's securities shall not be reduced
by the Sub-Adviser's duty to provide such assistance. The Sub-Adviser will
assist the Agent in determining or confirming, consistent with the procedures
and policies stated in the Registration Statement, the value of any portfolio
securities or other assets of the Portfolio for which the Agent seeks assistance
from or identifies for review by the Sub-Adviser.
(f) The Sub-Adviser will make available to the Fund and ARM Capital, promptly
upon request, all of the Portfolio's investment records and ledgers maintained
by the Sub-Adviser as are necessary to assist the Fund and ARM Capital to comply
with requirements of the 1940 Act and the Advisers Act, as well as other
applicable laws. The Sub-Adviser will furnish to regulatory authorities having
the requisite authority any information or reports in connection with its
services which 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.
(g) The Sub-Adviser will provide reports, which may be prepared by the Agent, to
the Fund's Board of Directors for consideration at meetings of the Board on the
investment program for the Portfolio and the issuers and securities represented
in the Portfolio's securities holdings, including a schedule of the
2
investments and other assets held in the Portfolio and a statement of all
purchases and sales for the Portfolio since the last such statement, and will
furnish the Fund's Board of Directors with periodic and special reports with
respect to the Portfolio as the Directors and ARM Capital may reasonably
request, including statistical information with respect to the Portfolio's
securities. In addition, the Sub-Adviser will make available at each meeting of
the Board of Directors, either in person or by telephone conference call as
instructed by ARM Capital on behalf of the Board of Directors of the Fund, an
appropriate person to discuss the investment performance of the Portfolio.
(h) The Sub-Adviser will provide information and reports to ARM Capital as ARM
Capital shall reasonably request to enable it to review the performance of the
Sub-Adviser under this Agreement.
SECTION 2. BROKER-DEALER SELECTION.
The Sub-Adviser is responsible for decisions to buy and sell securities and
other investments for the Portfolio, broker-dealer and futures commission
merchant selection, and negotiation of brokerage commission and futures
commission merchants' rates. As a general matter, in executing portfolio
transactions the Sub-Adviser may employ or deal with such broker-dealers or
futures commission merchants as may, in the Sub-Adviser's best judgment, provide
prompt and reliable execution of the transactions at favorable prices and
reasonable commission rates. In selecting such broker-dealers or futures
commission merchants, the Sub-Adviser shall consider all relevant factors,
including price (including the applicable brokerage commission, dealer spread or
futures commission merchant rate), the size of the order, the nature of the
market for the security or other investment, the timing of the transaction, the
reputation, experience and financial stability of the broker-dealer or futures
commission merchant involved, the quality of the service, the difficulty of
execution, and the execution capabilities and operational facilities of the firm
involved, and, in the case of securities, the firm's risk in positioning a block
of securities. Subject to such policies as the Board of Directors may determine
and consistent with Section 28(e) of the Securities Exchange Act of 1934, as
amended (the 1934 Act), the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of the Sub-Adviser's having caused the Portfolio to pay a
member of an exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
if the Sub-Adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer, viewed in terms of
either that particular transaction or the Sub-Adviser's overall responsibilities
with respect to the Portfolio and to the Sub-Adviser's other clients as to which
the Sub-Adviser exercises investment discretion. In accordance with Section
11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other
applicable laws and regulations including Section 17(e) of the 1940 Act and Rule
17e-1 thereunder, the Sub-Adviser may engage its affiliates, ARM Capital and its
affiliates or any other sub-adviser to the Fund and its respective affiliates as
broker-dealers or futures commission merchants to effect portfolio transactions
in securities and other investments for the Portfolio.
SECTION 3. RECORDS, REPORTS, ETC.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-
Adviser hereby agrees that all records which the Sub-Adviser maintains for the
Portfolio are the property of the Fund and further agrees to surrender promptly
to the Fund any of such records upon the Fund's or ARM Capital's request or upon
termination of this Agreement, although the Sub-Adviser may, at the Sub-
Adviser's 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-1 under the 1940 Act
and to preserve the records required by the Rule 204-2 under the Advisers Act
for the period specified in the Rule.
3
SECTION 4. PAYMENT OF EXPENSES.
The Sub-Adviser shall assume and pay all of the costs and expenses of performing
its obligations under this Agreement.
SECTION 5. COMPENSATION FOR SERVICES.
ARM Capital will pay to the Sub-Adviser a monthly sub-advisory fee (adjusted pro
rata for any shorter applicable period) at an annual rate of .50% of the average
daily net assets of the Portfolio. The sub-advisory fee shall be computed,
accrue and be payable in the same manner as the management fee which is payable
by the Fund to ARM Capital pursuant to the Management Agreement and as specified
in the Fund's Registration Statement.
SECTION 6. LIABILITY FOR SERVICES.
Except as may otherwise be required by the 1940 Act or the rules thereunder or
other applicable law, and except as set forth in the next paragraph, the Fund
and ARM Capital agree that the Sub-Adviser, any of its affiliated persons, and
each person, if any, who, within the meaning of Section 15 of the Securities Act
of 1933, as amended, controls the Sub-Adviser, shall not be liable for, or
subject to any damages, expenses, or losses in connection with, any act or
omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Sub-Adviser's duties, or by reason of
reckless disregard of the Sub-Adviser's obligations and duties under this
Agreement.
SECTION 7. INDEMNIFICATION BY SUB-ADVISER.
The Sub-Adviser agrees to indemnify and hold harmless ARM Capital against any
losses, expenses, claims, damages or liabilities (or actions or proceedings in
respect thereof), to which ARM Capital may become subject arising out of or
based on the material breach by the Sub-Adviser of any provisions of this
Agreement; provided, however, that the Sub-Adviser shall not be liable under
this paragraph in respect of any loss, expense, claim, damage or liability to
the extent that a court having jurisdiction shall have determined by a final
judgment, or independent counsel agreed upon by ARM Capital and the Sub-Adviser
shall have concluded in a written opinion, that such loss, expense, claim,
damage or liability resulted primarily from ARM Capital's willful misfeasance,
bad faith or gross negligence or by reason of the reckless disregard by ARM
Capital of its duties. The foregoing indemnification shall be in addition to any
rights that ARM Capital may have at common law or otherwise. Under no
circumstances whatsoever shall the Sub-Adviser be liable to ARM Capital for
punitive, consequential, or special damages. Each party agrees to pay its own
attorney's fees for any claims, actions or lawsuits brought pursuant to or
relating in any way to this Agreement. The Sub-Adviser's agreements in this
paragraph shall, upon the same terms and conditions, extend to and inure to the
benefit of each person who may be deemed to control ARM Capital, be controlled
by ARM Capital or be under common control with ARM Capital and its affiliates,
directors, officers, employees and agents. The Sub-Adviser's agreements in this
paragraph shall also extend to any of ARM Capital's successors or the successors
of the aforementioned affiliates, directors, officers, employees or agents.
SECTION 8. INDEMNIFICATION BY ARM CAPITAL.
ARM Capital agrees to indemnify and hold harmless the Sub-Adviser against any
losses, expenses, claims,
4
damages or liabilities (or actions or proceedings in respect thereof), to which
the Sub-Adviser may become subject arising out of or based on the material
breach by ARM Capital of any provisions of this Agreement or the Management
Agreement, or any wrongful action or alleged wrongful action by ARM Capital or
its affiliates in the distribution of the Fund's shares, or any wrongful action
or alleged wrongful action by the Fund other than wrongful action or alleged
wrongful action that was caused by the breach by the Sub-Adviser of the
provisions of this Agreement; provided, however, that ARM Capital shall not be
liable under this paragraph in respect of any loss, expense, claim, damage or
liability to the extent that a court having jurisdiction shall have determined
by a final judgment, or independent counsel agreed upon by ARM Capital and the
Sub-Adviser shall have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the Sub-Adviser's willful
misfeasance, bad faith or gross negligence or by reason of the reckless
disregard by the Sub-Adviser of its duties. The foregoing indemnification shall
be in addition to any rights that the Sub-Adviser may have at common law or
otherwise. Under no circumstances whatsoever shall ARM Capital be liable to the
Sub-Adviser for punitive, consequential, or special damages. Each party agrees
to pay its own attorney's fees for any claims, actions or lawsuits brought
pursuant to or relating in any way to this Agreement. ARM Capital's agreements
in this paragraph shall, upon the same terms and conditions, extend to and inure
to the benefit of each person who may be deemed to control the Sub-Adviser, be
controlled by the Sub-Adviser or be under common control with the Sub-Adviser
and to each of the Sub-Adviser's and each such person's respective affiliates,
directors, officers, employees and agents. ARM Capital's agreements in this
paragraph shall also extend to any of the Sub-Adviser's successors or the
successors of the aforementioned affiliates, directors, officers, employees or
agents.
SECTION 9. NOTICE AND DEFENSE OR PROCEEDINGS, ETC.
Promptly after receipt by a party indemnified under paragraph 7 or 8 above of
notice of the commencement of any action, proceeding or investigation for which
indemnification will be sought, such indemnified party shall promptly notify the
indemnifying party in writing; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may otherwise have to any
indemnified party unless such omission results in actual material prejudice to
the indemnifying party. In case any action or proceeding shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, individually or jointly with any other indemnifying party, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of any action or proceeding, the indemnifying
party shall not be liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation. If the
indemnifying party does not elect to assume the defense of any action or
proceeding, the indemnifying party on a monthly basis shall reimburse the
indemnified party for the legal fees and expenses incurred by the indemnified
party for continuing its defense thereof. Regardless of whether or not the
indemnifying party shall have assumed the defense of any action or proceeding,
the indemnified party shall not settle or compromise the action or proceeding
without the prior written consent of the indemnifying party.
SECTION 10. REPRESENTATIONS AND WARRANTIES; COVENANTS.
(a) The Sub-Adviser hereby represents and warrants as follows:
(i) The Sub-Adviser is registered with the SEC as an investment adviser under
the Advisers Act, and such registration is current, complete and in full
compliance with all material applicable provisions of the Advisers Act and the
rules and regulations thereunder;
5
(ii) The Sub-Adviser has all requisite authority to enter into, execute, deliver
and perform the Sub-Adviser's obligations under this Agreement;
(iii) The Sub-Adviser's performance of its obligations under this Agreement does
not conflict with any law, regulation or order to which the Sub-Adviser is
subject; and
(iv) The Sub-Adviser has reviewed the Registration Statement for the Fund filed
with the SEC, and with respect to the disclosure about the Sub-Adviser and the
Portfolio or information relating, directly or indirectly, to the Sub-Adviser or
the Portfolio which was made in reliance upon and in conformity with written
information provided by the Sub-Adviser to the Fund specifically for use therein
or, if written information was not provided, which the Sub-Adviser had the
opportunity to review prior to filing with the SEC, such Registration Statement
contains, as of its date, no untrue statement of any material fact and does not
omit any statement of a material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading; provided,
however, that the Sub-Adviser makes no representation or warranty as to any
historical information relating to the Portfolio prior to the date hereof.
(b) The Sub-Adviser hereby covenants and agrees that, so long as this Agreement
shall remain in effect:
(i) The Sub-Adviser shall maintain the Sub-Adviser's registration as an
investment adviser under the Advisers Act, and such registration shall at all
times remain current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and regulations
thereunder;
(ii) The Sub-Adviser's performance of its obligations under this Agreement shall
not conflict with any law, regulation or order to which the Sub-Adviser is then
subject;
(iii) The Sub-Adviser shall at all times fully comply with the Advisers Act, the
1940 Act, all applicable rules and regulations under such Acts and all other
applicable law;
(iv) The Sub-Adviser shall promptly notify ARM Capital and the Fund upon the
occurrence of any event that might disqualify or prevent the Sub-Adviser from
performing its duties under this Agreement. The Sub-Adviser further agrees to
notify ARM Capital and the Fund promptly with respect to written material that
has been provided to the Fund or ARM Capital by the Sub-Adviser for inclusion in
the Registration Statement or prospectus for the Fund or any supplement or
amendment thereto, or, if written material has not been provided, with respect
to the information in the Registration Statement or Prospectus, or any amendment
or supplement thereto, reviewed by the Sub-Adviser, in either case of any untrue
statement of a material fact or of any omission of any statement of a material
fact which is required to be stated therein or is necessary to make the
statements contained therein not misleading; and
(v) If the Sub-Adviser is a partnership, the Sub-Adviser shall notify the Fund
and ARM Capital of any change in membership within a reasonable time after such
change.
SECTION 11. EXCLUSIVITY OF SERVICES AND USE OF NAMES.
The Sub-Adviser acknowledges and agrees that the names The Legends Fund and
Pinnacle, and abbreviations or logos associated with those names, are the
valuable property of ARM Capital and its affiliates; that the Fund, ARM Capital
and its affiliates have the right to use such names, abbreviations and logos;
and that the Sub-Adviser shall use the names The Legends Fund and Pinnacle, and
associated abbreviations and logos, only in connection with the Sub-Adviser's
performance of its duties hereunder.
ARM Capital acknowledges that "X.X. Xxxxxx Investment Management Inc." (the Sub-
Adviser's name) is
6
distinctive in connection with investment advisory and related services provided
by the Sub-Adviser, the Sub-Adviser's name is a property right of the Sub-
Adviser, and the Sub-Adviser's name is to be used by the Fund only with the Sub-
Adviser's prior written consent. The Sub-Adviser hereby grants to the Fund a
non-exclusive license to use the Sub-Adviser's name in connection with the
Portfolio upon the conditions hereinafter set forth; provided that the Fund may
use such name only so long as the Sub-Adviser shall be retained as the
investment sub-adviser of the Portfolio pursuant to the terms of this Agreement.
Any such use by the Fund shall in no way prevent the Sub-Adviser or any of its
successors or assigns from using or permitting the use of the Sub-Adviser's name
along with any other word or words, for, by or in connection with any other
entity or business, other than the Fund or its business, whether or not the same
directly competes or conflicts with the Fund or its business in any manner.
In the event that the Sub-Adviser shall cease to be the investment sub-adviser
of the Portfolio, then Fund at its own expense, upon the Sub-Adviser's written
request:
(i) shall cease to use the Sub-Adviser's name for any commercial purpose (other
than the right to refer to the Sub-Adviser's name in the Fund's Registration
Statement, proxy materials and other Fund documents to the extent required under
the 1940 Act);
(ii) shall on all letterheads and other materials designed to be read or used by
salesmen, distributors or investors, state in a prominent position and prominent
type that the Sub-Adviser has ceased to be the investment sub-adviser of the
Portfolio; and
(ii) shall use its best efforts to cause the Fund's officers and directors to
take any and all actions which may be necessary or desirable to effect the
foregoing. ARM Capital agrees to take any all actions as may be necessary or
desirable to effect the foregoing.
The Sub-Adviser hereby agrees and consents to the use of the Sub-Adviser's name
upon the foregoing terms and conditions.
SECTION 12. ENTIRE AGREEMENT; AMENDMENT, WAIVER.
This Agreement supersedes all prior agreements between the parties and
constitutes the entire agreement by the parties. 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 amendment of this
Agreement shall be effective with respect to the Portfolio until approved as
required by the 1940 Act.
SECTION 13. EFFECTIVENESS AND DURATION OF AGREEMENT.
Unless sooner terminated, this Agreement shall continue in effect until November
26, 1997 and thereafter for successive one year periods, provided that
continuation of this Agreement and the terms thereof are specifically approved
annually in accordance with the requirements of the 1940 Act by a majority of
the Directors of the Fund, including a majority of the Directors who are not
interested persons of the Sub-Adviser, ARM Capital or the Fund, cast in person
at a meeting called for the purpose of voting on such approval.
SECTION 14. TERMINATION OF AGREEMENT, ASSIGNMENT.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Sub-Adviser or by ARM Capital, upon sixty (60) days' written
notice from the terminating party to the other party and to the
7
Fund, or by the Fund, upon sixty (60) days written notice to the Sub-Adviser and
ARM Capital, acting pursuant to a resolution adopted by a majority of the
members of the Board of Directors who are not interested persons or by a vote of
the holders of the lesser of (1) 67% of the Portfolio's voting shares present if
the holders of more than 50% of the outstanding shares are present in person or
by proxy, or (2) more than 50% of the outstanding shares of the Portfolio.
This Agreement shall automatically terminate in the event of its assignment or
the termination of the Management Agreement pertaining to the Portfolio.
Termination of this Agreement shall not affect rights of the parties which have
accrued prior thereto.
The provisions of paragraphs 6, 7, 8, 9 and 11 shall survive the termination of
this Agreement, except that if ARM Capital or the Fund terminates the Agreement,
the first paragraph of Section 11 shall not survive termination.
SECTION 15. DEFINITIONS.
The terms assignment and interested person when used in this Agreement shall
have the meanings given such terms in the 1940 Act and the rules and regulations
thereunder.
SECTION 16. CONCERNING APPLICABLE PROVISIONS OF LAW.
This Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the 1940 Act, and to the extent
that any provisions herein contained conflict with any such applicable
provisions of law, the latter shall control. This Agreement shall be governed
by the laws of the State of New York, without reference to principles of
conflicts of law.
SECTION 17. COUNTERPARTS.
This Agreement may be executed in counterparts, and each counterpart shall for
all purposes be deemed an original and all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, authorized officers of ARM Capital and the Sub-Adviser have
executed this Agreement as of the day and year first written above.
ARM CAPITAL ADVISORS, INC. X.X. XXXXXX INVESTMENT
MANAGEMENT INC.
By:_________________________________ By:_________________________________
Attest:_______________________________ Attest:_______________________________
8
