SUB-ADVISORY AGREEMENT
AGREEMENT, is made as of February 1, 2007, between XXXXX BROTHERS XXXXXXXX
& CO., a New York limited partnership (the "Adviser") and Mondrian Investment
Partners Limited ("Sub-Adviser"). This Agreement was initially effective with
respect to each Fund on the date set forth on Exhibit A (the "Fund" or Funds").
WHEREAS, the Adviser has entered into an Investment Advisory and
Administrative Services Agreement, dated February 1, 2007, ("Advisory
Agreement"), with BBH Trust, (the "Investment Company") an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act") and of which each Fund is a series thereof;
WHEREAS, the Investment Company offers for public sale distinct series of
shares of beneficial interest of the Funds; and
WHEREAS, under the Advisory Agreement, the Adviser has agreed to provide
certain investment advisory services to the Funds; and
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties as investment adviser thereunder to a sub-adviser; and
WHEREAS, the Sub-Adviser is willing to furnish such services; and
WHEREAS, the parties desire to amend and restate iii its entirety the
Interim Sub-Advisory Agreement dated _________________, 2004
NOW, THEREFORE, in consideration of' the premises and mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. The Adviser hereby appoints the Sub-Adviser to act as investment sub-
adviser to the Funds for the period and on the terms set forth in this
Agreement. The Sub-Adviser accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided.
2. Subject to the general supervision of (1) the Trustees/Directors of the
Investment Company (the `Board"), and (2) the Adviser, the Sub-Adviser
shall manage the investment operations and the composition of the
portfolios of securities and investments with respect to that portion of
the Funds' assets allocated to the Sub-Adviser from time to time by the
Adviser in its sole discretion, including cash ("Assets"), the purchase,
retention and disposition thereof and agreements relating thereto, in
accordance with the Funds' investment objective and policies as stated in
the Prospectuses (as defined in paragraph 3 of this Agreement) and subject
to the following understandings:
(a) the Sub-Adviser shall furnish a continuous investment program for the
Assets of each Fund's portfolio and determine from time to time which
investments or securities will be purchased, retained, sold or lent by the
Funds, and which portion of the assets will be invested or held uninvested
as cash and shall communicate in a timely manner all such transactions to
the Funds' portfolio accountant, the Advisor and custodian or such
depositories or agent designated by the Fund or the Advisor. The Sub-
Advisor shall not deviate from such investment program and any guidelines
provided by the Advisor without the prior written consent of the Advisor
and the Board of the Investment Company;
(b) the Sub-Adviser shall use the same skill and care in the management of
each Fund's portfolio as it uses in the investment management of other
accounts for which it has investment responsibility as agent;
(c) the Sub-Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Investment Company's
Declaration of Trust/Articles of Incorporation and By-Laws and the
Prospectuses of the Funds and with the instructions and directions of the
Board and will conform to and comply with the requirements of the 1940 Act
and all other applicable federal and state laws and regulations, provided
such documents and amendments thereto have been delivered to the Sub-
Adviser in accordance with Section 3 below;
(d) the Sub-Adviser shall determine the Assets to be purchased, sold or lent
by the Funds and as agent for the Funds xxxx effect portfolio transactions
pursuant to its determinations either directly with the issuer or with any
broker and/or dealer in such securities; in placing orders with brokers
and or dealers the Sub-Adviser intends to seek best price and execution
for purchases and sales; the Sub-Adviser shall also make recommendations
regarding whether or not the Funds shall enter into repurchase or reverse
repurchase agreements and interest rate futures contracts,
(e) unless the Advisor advised the Sub-Advisor in writing that the right to
vote proxies has been expressly reserved to the Advisor or the Fund or
otherwise delegated to another party, the Sub-Advisor shall be authorized
to exercise voting rights incident to any securities held without
consultation with the Advisor or the Fund. The Sub-Advisor shall also be
authorized to respond to all corporate action matters incident to the
securities held for any Fund. On occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the best interest of the Funds as
well as other customers, 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 in order to obtain the best
execution and lower brokerage commissions, if any. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other customers;
(f) the Sub-Adviser shall maintain books and records with respect to the
Funds' securities transactions and shall render to the Board and the
Advisor such periodic and special reports as the Board may reasonably
request;
(g) the Sub-Adviser shall assist the Adviser and the Funds' Administrator with
the fair valuation of portfolio securities as necessary and shall be
responsible for identifying the need to fairly value securities that are
traded in markets that close prior to the time the Fund calculates its net
asset value; and
(h) the investment management services of the Sub-Adviser to the Funds under
this Agreement are not to be deemed exclusive, and the Sub-Adviser shall
be free to render similar services to others.
3. The Adviser has delivered copies of each of the following documents to the
Sub-Adviser and will promptly notify and deliver to it all future
amendments and supplements, if any:
(a) Declaration of Trust/Articles of Incorporation of the Investment Company
and amendments thereto (such Declaration of Trust/Articles of
Incorporation and amendments, as presently in effect and further amended
from time to time, are herein called the "Organizational Document");
(b) By-Laws of the Investment Company (such By-Laws, as presently in effect
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board authorizing the appointment of the Sub-
Adviser and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of 1933,
as amended, on Form N-lA (the "Registration Statement") as filed with the
Securities and Exchange Commission (the "Commission") relating to the
Investment Company and the Funds' shares, and all amendments thereto;
(e) Notification of Registration of the Investment Company under the 1940 Act
on Form N-8A as filed with the Commission; and
(f) Prospectuses of the Funds (such prospectuses, as presently in effect and
as amended or supplemented with respect to the Funds from time to time, is
herein called the "Prospectuses").
4. The Sub-Adviser shall keep the Funds' books and records required to be
maintained by it pursuant to paragraph 2(e) hereof The Sub-Adviser agrees
that all records which it maintains for each Fund is the property of the
Fund and it will promptly surrender any of such records to the Fund upon
the Fund's request, provided that the Sub-Adviser is permitted to retain
copies of any records required for regulatory purposes. The Sub-Adviser
further agrees to preserve for the periods prescribed by Rule 31 a-2 of
the Commission under the 1940 Act any such records as are required to be
maintained by the Adviser with respect to the Funds by Rule 31 a-l of the
Commission under the 1940 Act. The Sub-Advisor will provide the auditors
and inspectors of any Fund and the Advisor with reasonable access to any
such books and records of the Funds during the Sub-Advisor's normal
business hours.
5. 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 and investments purchased for the Funds.
The Sub-Adviser will not pay taxes, custody fees and/or brokerage
commissions, if any.
6. For the services provided and the expenses borne pursuant to this
Agreement, the Adviser, not the Funds, will pay the Sub-Adviser as full
compensation therefor a fee as set forth on Exhibit A attached hereto.
This fee will be computed based on the net asset value of the Assets
allocated to the Sub-Adviser as of 4:00 P.M. New York time on each
business day within each month and will be paid to the Sub-Adviser monthly
during the succeeding calendar month.
7. The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by any Fund or the Advisor in connection
with the matters to which this Agreement relates, except a loss, damage,
cost or expense directly arising from a breach of fiduciary duty owed to
Fund shareholders as a result of this Agreement or a loss, damage, cost or
expense resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by
it of its obligations and duties under this Agreement. The provisions of
the foregoing sentence shall survive the termination of this Agreement.
8. The Sub-Advisor acknowledges that all information and documents disclosed
by the Advisor to the Sub-Advisor, or which come to the Sub-Advisor's
attention during the course of its performance under this Agreement,
constitute valuable assets of and are proprietary to the Advisor, and the
Sub-Advisor also acknowledges that the Advisor has a responsibility to its
customers and employees to keep the Advisor's records and information
confidential and proprietary. Therefore, the Sub-Advisor agrees not to
disclose, either directly or indirectly, to any person, firm or
corporation information of any kind, nature or description concerning
matters affecting or relating to the business of the Advisor unless the
information is already in the public domain. Notwithstanding the
foregoing, provided, however, the Sub-Adviser may use the Fund's
performance in calculating composites, may give the Fund's and the
Investment Company's names to brokers and other third parties providing
services to the Fund, and may identify the Fund and/or Investment Company
on the Sub-Adviser's client list and marketing materials. This provision
shall survive termination of this Agreement.
9. The Sub-Adviser agrees to maintain errors and omissions or professional
liability insurance coverage in an amount that is reasonable in light of
the nature and scope of the Sub-Advisor's business activities.
10. This Agreement shall continue in effect for two years from the date of its
execution with respect to any Fund, and thereafter only so long as its
continuance is specifically approved at least annually in conformity with
the requirements of the 1940 Act; provided, however, that this Agreement
may be terminated with respect to any Fund (i) at any time, without the
payment of any penalty, by vote of a majority of all the Board of the
Investment Company or by "vote of a majority of the outstanding voting
securities" of the Fund on 60 days written notice to the Sub-Adviser, or
(ii) by the Sub-Adviser at any time, without the payment of any penalty,
on 90 days written notice to the Adviser or (iii) immediately, if, in the
reasonable judgment of the Adviser, the Sub-Adviser becomes unable to
discharge its duties and obligations under this Agreement, including
circumstances such as financial insolvency of the Sub-Adviser or other
circumstances that could adversely affect the Funds. This Agreement will
automatically and immediately terminate in the event of its "assignment"
or delegation by the Sub-Adviser of any of its responsibilities hereunder.
11. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided
herein or authorized by the Board of the Investment Company from time to
time, have no authority to act for or represent the Funds or the
Investment Company or the Advisor in any way or otherwise be deemed an
agent of the Funds or the Investment Company or the Advisor.
12. This Agreement may be amended by mutual consent, provided that any
material amendment hereto shall be approved (a) by vote of a majority of
those members of the Board of the Investment Company who are not parties
to this Agreement or "interested persons" of any such party, cast in
person at a meeting called for the purpose of voting on such amendment,
and (b) by "vote of a majority of the outstanding voting securities" of
the Funds.
13. As used in this Agreement, the terms "assignment", "interested persons"
and "vote of a majority of the outstanding voting securities" shall have
the meanings assigned to them respectively in the 1940 Act.
14. Notices of any kind to be given to the Adviser by the Sub-Adviser shall be
in writing and shall be duly given if mailed or delivered to the Adviser
at 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Treasurer, or at
such other address or to such other individual as shall be specified by
the Adviser to the Sub-Adviser. Notices of any kind to be given to the
Sub-Adviser by the Adviser shall be in writing and shall be duly given if
mailed or delivered to the Sub-Adviser at Mondrian Investment Partners
Limited, Fifth Floor, 00 Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx
Attention: Xxxxx X. Titles, with a copy to Xxxx Xxxxxxx at the same
address, or at such other address or to such other individual as shall be
specified by the Sub-Adviser to the Adviser.
15. The Adviser represents, warrants and agrees as follows:
(a) The Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940 ("Advisers Act"); and
(b) The Advisory Agreement pen-nits the Adviser to delegate certain of its
duties as investment adviser thereunder to a sub-adviser.
16. The Sub-Adviser represents, warrants and agrees as follows:
(a) The Sub-Adviser (i) is registered as an investment, adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met and will seek to continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter
into and perform the services contemplated by this Agreement; (v) will
promptly notify the Adviser of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
and (vi) is not presently under investigation by any regulatory agency and
does not know of any pending or anticipated investigation or litigation by
any such regulatory agency.
(b) The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser
and the Board with a copy of such code of ethics, together with evidence
of its adoption. Within forty-five days of the end of the last calendar
quarter of each year that this Agreement is in effect, the president or a
vice-president of the Sub-Adviser shall certify to the Adviser that the
Sub-Adviser has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no violation of the Sub-Adviser's
code of ethics or, if such a violation has occurred, that appropriate
action was taken in response to such violation. Upon the reasonable
written request of the Adviser, the Sub-Adviser shall permit the Adviser,
its employees or its agents to examine the reports required to be made to
the Sub-Adviser by Rule 17j-l (c)(1) and all other records relevant to the
Sub-Adviser's code of ethics.
(c) The Sub-Adviser has provided the Adviser with a copy of its Form ADV,
which as of the date of this Contract is its Form ADV most recently filed
with the Commission and will furnish a copy of all amendments to the
Adviser at least annually.
(d) The Sub-Adviser will notify the Adviser of any change of control of the
Sub-Adviser, including any change of its general partners or 25%
shareholders, as applicable, and any changes in the key personnel who are
either the portfolio manager(s) of the Funds or senior management of the
Sub-Adviser, in each case prior to, or promptly after, such change.
(e) Except as stated in Section 8 of this Agreement, the Sub-Adviser agrees
that neither it, nor any of its affiliates, will in any way refer directly
or indirectly to its relationship with the Investment Company, the Funds,
the Adviser or any of their respective affiliates in offering, marketing
or other promotional materials without the express written consent of the
Adviser.
17. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms or provisions of this Agreement in any other jurisdiction.
18. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York and together with the other agreements and
documents referenced herein, shall constitute the entire agreement of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers or Partners designated below on the day and year
first above written.
MONDRIAN INVESTMENT XXXXX BROTHERS XXXXXXXX & CO.
PARTNERS LIMITED
By: /s/Xxxxx X. Xxxxxx By: /s/Xxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx
Title: CI0 and Managing Director Title: Partner
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EXHIBIT A
to the
SUB-ADVISORY AGREEMENT DATED AS OF FEBRUARY 1, 2007, BETWEEN XXXXX BROTHERS
XXXXXXXX & CO. AND MONDRIAN INVESTMENT PARTNERS LIMITED
As compensation for its services hereunder, the Sub-Adviser shall receive a fee
determined on the dates and in the manner hereinafter set forth.
The following annual rates, exclusive of Value Added Tax, if applicable, shall
apply to the BBH International Equity Fund (the "Fund") assets, as described
below:
Market Value of Fee as Percentage of
Fund Assets Market Value of Fund Assets
First $50 Million 0.50%
Next $50 Million 0.35%
Thereafter 0.30%
Subject to maintaining BBH assets under management of at least $100 million with
the Sub-Adviser.
For purposes of applying the fee schedule, the market value shall be
determined based on daily net assets (after fund expenses) during the term of
this Agreement and as of the date of termination of this Agreement. The fee
stated above shall be applied to such market value. The fee shall be invoiced
for the calendar quarter then ended as soon as the amount thereof shall be
determined and shall be payable in accordance with the terms of the invoice. The
Investment Adviser shall calculate the fees due and notify the Sub-Adviser
accordingly. The Sub-Adviser reserves the right to discuss the fees and manner
of calculation with the Investment Advisor.
Initial:
JN
Investment Advisor
DT
Sub-Advisor
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