Exhibit (d)(9)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
AGREEMENT made as of the 12th day of February, 1999, among Core Trust (Delaware)
(the "Trust"), a business trust organized under the laws of the State of
Delaware with its principal place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx 00000, Xxxxx Fargo Bank, N.A. (the "Adviser"), a national banking
association with its principal place of business at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, and Xxxxx Capital Management Incorporated ("WCM"),
(the "Subadviser"), a wholly owned subsidiary of Xxxxx Fargo Bank with its
principal place of business at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Portfolio" and collectively, the "Portfolios"), and the
Subadviser is willing to provide those services on the terms and conditions set
forth in this Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in its Trust Instrument and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act, as may be
supplemented from time to time, all in such manner and to such extent as may
from time to time be authorized by the Trust's Board of Trustees (the "Board").
The Trust is currently authorized to issue twenty-two series of interests and
the Board is authorized to issue interests in any number of additional series.
The Trust has delivered to the Subadviser copies of the Trust's Trust Instrument
and Registration Statement and will from time to time furnish Subadviser with
any amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Portfolios and provides for
certain management and services as specified in the Investment Advisory
Agreement between the Trust and the Adviser with respect to the Portfolios.
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Portfolio and, without limiting the generality of the foregoing, shall provide
the management and other services specified below, all in such manner and to
such extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Portfolio. To carry
out such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Portfolios. In all purchases, sales and other transactions
in securities for the Portfolios, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Portfolio since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Portfolios and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Portfolio's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Portfolio maintains investments. The Subadviser will also furnish the Board with
such statistical and analytical information with respect to securities in the
Portfolios as the Subadviser may believe appropriate or as the Board reasonably
may request. In making purchases and sales of securities for the Portfolios, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Portfolio.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Securities and Exchange Commission
and the Internal Revenue Service. The books and records pertaining to the Trust,
which are in possession of the Subadviser, shall be the property of the Trust.
The Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
Subject to any expense reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's
interestholders to which the Subadviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Portfolio, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Portfolio on 60 days' written notice to the Subadviser,
or (ii) by the Subadviser on 60 days' written notice to the Trust. This
Agreement shall terminate upon assignment unless prior approval of the Board is
obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the interestholders of a Portfolio shall
not be liable for any obligations of the Trust or of the Portfolio under this
Agreement, and the Subadviser agrees that, in asserting any rights or claims
under this Agreement, it shall look only to the assets and property of the Trust
or the Portfolio to which the Subadviser's rights or claims relate in settlement
of such rights or claims, and not to the Trustees of the Trust or the
interestholders of the Portfolio.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Portfolio thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed effective as of the day and year first above written.
CORE TRUST (DELAWARE)
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By: Xxxx X. Xxxxxx
President
XXXXX FARGO BANK, N.A.
--------------------------
By: [Name]
[Title]
XXXXX CAPITAL MANAGEMENT INCORPORATED
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By: [Name]
[Title]
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
International Equity Portfolio
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
February 12, 1999
This fee agreement is made as of the 12th day of February, 1999 by and
between Xxxxx Fargo Bank, N.A. (the "Adviser") and Xxxxx Capital Management (the
"Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to the series of
the Trust as listed in Appendix A to the Subadvisory Agreement (the
"Portfolio"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual rates per Portfolio:
International Equity Portfolio
a. 0.25% on the first $200,000,000.00;
b. 0.20% on the next $200,000,000.00;
c. 0.15% on all sums in excess of $400,000,000.00;
The net assets under management against which the foregoing fees are to
be applied are the month-end net assets. If this fee agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this agreement is in effect
shall be subject to a pro rata adjustment based on the number of days elapsed in
the current month as a percentage of the total number of days in such month. At
any month-end period when the determination of net asset value is suspended, the
net asset value for the last day prior to such suspension shall for this purpose
be deemed to be the net asset value at month-end.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
XXXXX FARGO BANK, N.A.
--------------------------
By: [Name]
[Title]
XXXXX CAPITAL MANAGEMENT
--------------------------
By: [Name]
[Title]
