WMC - WMIL Sub-Advisory Agreement
(Registered Investment Companies)
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AGREEMENT dated as of the 24th day of May, 2004, by and between
Wellington Management Company, LLP (WMC), a Massachusetts limited
liability partnership and Wellington Management International
Limited (Affiliate), an English private limited company, with
respect to the services provided by WMC to J. & X. Xxxxxxxx &
Company Incorporated ("Xxxxxxxx") pursuant to (i) the Subadvisory
Agreement dated December 5, 2003 with respect to Xxxxxxxx
Portfolios, Inc., and (ii) the Subadvisory Agreement dated December
5, 2003 with respect to Xxxxxxxx Global Fund Series, Inc., in each
case by and between Xxxxxxxx and WMC (each a "WMC Subadvisory
Agreement" and collectively, the "WMC Subadvisory Agreements").
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Appointment of Affiliate as WMC hereby appoints the Affiliate as sub-adviser to provide
Sub-Adviser/Acceptance of Appointment investment management service for certain assets of the investment
account or accounts of Xxxxxxxx, as agreed to from time to time
between Affiliate and WMC (each, an "Account" and collectively, the
Accounts") under the terms and conditions set forth in the
Agreement. Each Account subject to this Agreement is referred to in
Attachment A, as amended from time to time by the parties. By
execution of this Agreement, Affiliate accepts appointment as
investment sub-adviser and agrees to manage, supervise and direct the
investments of the Accounts pursuant to the provisions of this
Agreement.
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Discretionary Authority-Investments Affiliate shall have discretionary or advisory authority, to the
same extent as WMC has been given discretionary or advisory
authority with respect to each Account, to manage, supervise and
direct, or advise, as the case may be, the investment and
reinvestment of assets in the Accounts, subject to the investment
objectives and guidelines of each such Account. Affiliate shall have
full power and authority (to the same extent as WMC has been given
such power and authority under the respective WMC Subadvisory
Agreement) to act on behalf of the Accounts with respect to the
purchase, sale, exchange, conversion or other transactions in any
and all stocks, bonds, cash held for investment, and other assets,
including shares of a registered investment company for which WMC
may act as investment adviser and, upon proper authorization by WMC,
interests in a collective trust maintained by a bank or trust
company, including one maintained by an affiliate of WMC which are
appropriate under any Account's guidelines.
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WMC - WMIL Sub-Advisory Agreement
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Execution of Securities Transactions WMC shall retain responsibility for executing securities
transactions on behalf of the Accounts, as directed by Affiliate.
Accounts managed under this Agreement shall be subject to WMC's
Statement of Policy on Brokerage Practices which may be modified by
WMC from time to time.
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Investment Objectives and Guidelines The investment objectives and guidelines for each Account are stated
in the investment management agreements between WMC and each client,
a copy of which has been or will be provided to Affiliate and which
is or will be incorporated herein by this reference and/or in the
currently effective Prospectus and Statement of Additional
Information filed with the Securities and Exchange Commission and
delivered to WMC and in any written instructions of such client of
WMC. Affiliate will invest and reinvest assets in each Account in
such manner as it believes is suitable pursuant to such Account's
investment objectives and in accordance with such Account's
guidelines.
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Appraisal of Accounts WMC will provide Affiliate with a quarterly appraisal of each
Account as of such dates from time to time agreed upon between the
parties (the "Appraisal Date").
Such appraisal shall be in the form of a written summary of assets
of each Account on the Appraisal Date, or such other form as from
time to time agreed upon between the parties. WMC endeavors to value
all securities at fair market value as determined by WMC in good
faith and in accordance with standard industry practice.
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Advisory Fee WMC will compensate Affiliate hereunder as agreed between the
parties from time to time and as described in the WMC-WMIL
Inter-Company Services Agreement.
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Procedures All transactions will be consummated by payment to, or delivery by,
the party that WMC or the Account designates in writing as the
custodian (the "Custodian"), of all cash and/or securities due to or
from the Account. Neither WMC nor Affiliate shall act as custodian
for any Account under this agreement. Instructions of WMC or
Affiliate to the Custodian shall be made in writing and sent by
first-class mail, or by use of a mutually agreed upon method of
electronic transmission, or at the option of WMC, orally, and
confirmed in
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WMC - WMIL Sub-Advisory Agreement
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writing as soon as practical thereafter. WMC shall instruct all
brokers, dealers and/or other financial intermediaries executing
orders on behalf of each Account to forward to the relevant
Custodian, and to WMC's clients upon WMC's request, copies
of all transaction confirmations promptly after execution of
transactions. WMC and/or its clients whose Accounts are managed
pursuant to this Agreement will instruct the Custodian to provide
WMC or Affiliate with such periodic reports concerning the status of
each such Account as WMC or Affiliate may reasonably request. WMC or
Affiliate shall from time to time certify to the Custodian the name
of the person or persons authorized to act on WMC or Affiliate's
behalf, as the case may be.
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Administrative Services With respect to each Account, WMC will provide such operational,
administrative, internal accounting and record-keeping services as
are required under the respective WMC Subadvisory Agreements with
respect of the Accounts. Such services are understood to include,
but not be limited to, record-keeping and monthly appraisals for the
Accounts.
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Services to Other Clients It is understood that Affiliate may provide investment management
and advisory services for other clients, including registered
investment companies. It is further understood that Affiliate may
take investment action or give advice on behalf of such other
clients which differs from investment action taken on behalf of the
Accounts. If a purchase or sale of securities or other assets for
multiple client accounts is deemed by Affiliate to be advisable and
is considered at or about the same time, and Affiliate is unable to
purchase or sell the amount of securities or other assets in the
aggregate amount then contemplated by Affiliate on behalf of the
client accounts, the transactions in such securities or other assets
will be allocated among the client accounts contemporaneously
purchasing or selling as deemed equitable by Affiliate.
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Liability of Affiliate In rendering services under the Agreement, Affiliate will not be
subject to any liability to WMC or to any other party for any loss
or error, unless such loss or error results from a breach of the
Agreement, willful misfeasance, bad faith or gross negligence on
Affiliate's part in the performance of, or failure to perform, its
obligations or duties under the Agreement. Nothing herein shall in
any way constitute a waiver or limitation of any right of any person
under any applicable law.
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Representations by Affiliate By execution of the Agreement, Affiliate represents that: (i) the
agreement has been duly authorized by appropriate action and when so
executed and delivered will be binding upon Affiliate in accordance
with its terms; (ii) Affiliate will deliver to WMC evidence of such
authority as WMC may reasonably request, whether by way of a
certified resolution or otherwise; (iii) Affiliate is registered as
an investment adviser under the U.S. Investment Advisers Act of
1940, as amended ("Advisers Act") and will continue to be so
registered for so long as this Agreement remains in effect; and (iv)
Affiliate is not prohibited by the U.S. Investment Company Act of
1940, as amended, or the Advisers Act from performing the services
contemplated by this Agreement.
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Representations by WMC By execution of the Agreement, WMC represents that: (i) the terms
hereof do not violate any obligation by which WMC is bound, whether
arising by contract, operation of law or otherwise; (ii) the
Agreement has been duly authorized by appropriate action and when so
executed and delivered will be binding upon WMC in accordance with
its terms; (iii) WMC will deliver to Affiliate evidence of such
authority as Affiliate may reasonably request, whether by way of a
certified resolution or otherwise; and (iv) the delegation of
investment management responsibilities under this Agreement has been
disclosed to and approved by the respective clients to WMC.
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Assignment This Agreement will terminate automatically in the event of its
assignment (as defined in the Advisers Act).
The parties agree that this Agreement is not intended to be an
assignment, as such term is defined in the Advisers Act, of the WMC
Subadvisory Agreements with respect to each Account, and is intended
to be a delegation to a controlled affiliate which does not amount
to an assignment under the Advisers Act.
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Term and Termination This Agreement shall be effective on June 1, 2004 and shall continue
for an indefinite period, subject to termination as provided herein.
This agreement may be terminated, without the payment of any
penalty, by either party upon 120 days' written notice to the other
party.
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Entire Agreement This Agreement represents the entire agreement between the parties
with respect to the sub-advisory services provided to WMC by
Affiliate as
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contemplated herein, and supercedes all prior agreements on
such services between the parties.
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Construction of Agreement The Agreement shall be construed and the rights and obligations of
the parties under the Agreement enforced in accordance with the laws
of the Commonwealth of Massachusetts to the extent not pre-empted by
applicable federal law of the United States of America.
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Amendments The Agreement may be amended only by means of a written document
signed by a duly authorized representative of each party.
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Counterparts The Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
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Notice Any notice, advice or report to be given pursuant to this Agreement
shall be delivered or mailed:
To WMC at:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
To Affiliate at:
Wellington Management International Limited
Xxxxxxxx Xxxxx, 0 Xxxxxxxx Xxxxxx
Xxxxxx, X0X 0XX, Xxxxxxx
Or such other addresses as may be provided to the other party in
writing from time to time.
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Investment Companies Registered The following provisions of the Agreement apply only with respect to
under the 1940 Act Accounts that are registered investment companies under the
Investment Company Act of 1940, as amended ("1940 Act") or series or
portfolio segments thereof, and will govern the arrangements with
respect to such Accounts to the extent that there
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is any inconsistency or ambiguity between such provisions and the
other provisions of the Agreement.
Affiliate will provide services under this Agreement in accordance
with an Account's investment objective, policies and restrictions as
stated in the currently effective registration statement under the
1940 Act with respect to such Account, and any amendments or
supplements thereto ("Registration Statement").
In all matters relating to the performance of this Agreement,
Affiliate will seek to act in conformity with the governing
instruments with respect to an Account and the Registration
Statement and with the written instructions and written directions
of the board of directors/trustees of the Account and the
supervising adviser to the Account; and will comply with the
requirements of the 1940 Act, and the Advisers Act, and the rules
under each, and the Internal Revenue Code of 1986, as amended
("Code"). WMC agrees to provide to Affiliate copies of Account's
governing instruments, Registration Statement, written instructions
and directions of the board and supervising adviser with respect to
an Account, and any amendments or supplements to any of these
materials as soon as practicable after such materials become
available; and further agrees to identify to Affiliate in writing
any broker-dealers that are affiliated with Account. For the
avoidance of doubt, no provision of this Agreement, or the
performance hereunder, is intended to relieve WMC of any of its
obligations, duties or undertakings to the client or in respect of
the Accounts contained in the respective WMC Subadvisory Agreements
which is incorporated by reference into this Agreement).
During the term of this Agreement, Affiliate will bear all expenses
incurred by it in connection with its services under this Agreement.
Affiliate shall not be responsible for any expenses incurred by the
Account or its supervising adviser.
In no event will Affiliate have any responsibility for any other
series of a trust or corporation of which the Account is a part. In
particular, in the event Affiliate shall manage only a portion of an
investment company's investments, Affiliate shall have no
responsibility for such investment company being in violation of any
applicable law or regulation or investment policy or restriction
applicable to the investment company as a whole or for the
investment company's failing to
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qualify as a regulated investment company under the Code,
if the securities and other holdings of the
segment of the investment company constituting the Account managed
by Affiliate are such that such segment would not be in such
violation or would not fail to so qualify if such segment were
deemed a separate series of a trust or corporation or a separate
"regulated investment company" under the Code. Nothing in the
foregoing shall be deemed a limitation or waiver of any obligation
or duty that may not by law be limited or waived.
Affiliate will promptly notify WMC and the Account's supervising
adviser of the occurrence of any event that would disqualify
Affiliate from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
As of the date of this Agreement, Affiliate's application for
registration as an investment adviser under the Advisers Act is
pending with the SEC. It is understood and agreed that Affiliate
will not be authorized to serve as a sub-adviser under this
Agreement until its registration as an investment adviser under the
Advisers Act is effective. Affiliate will be so authorized following
the effectiveness of its registration as an investment adviser and
written notification of that fact to the supervising adviser and the
Account.
Affiliate and WMC adopted a joint written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 act and will
provide Account's supervising adviser and board with a copy of such
code of ethics, together with evidence of its adoption.
Affiliate has provided the Account's supervising adviser with a copy
of its Form ADV, as most recently filed with the Securities and
Exchange Commission ("SEC"), and will furnish a copy of its Form ADV
at least annually.
This Agreement shall become effective on June1, 2004, provided that
this Agreement shall not take effect unless it has first been
approved (i) by a vote of a majority of those directors/trustees of
the Account who are not parties to this Agreement or interested
persons of any such party or of the Account ("Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on such approval.
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This Agreement shall continue in full force and effect until
December 31, 2004, and from year to year thereafter if such
continuance is approved in the manner required by the 1940 Act. This
Agreement may be terminated with respect to an Account only in the
same manner as the WMC Subadvisory Agreement in respect of such
Account may be terminated.
This Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).
The parties agree that this Agreement is not intended to be an
assignment, as such term is defined in the 1940 Act, of the WMC
Subadvisory Agreements with respect to each Account, and is intended
to be a delegation to a controlled affiliate which does not amount
to an assignment under the 1940 Act.
This Agreement will terminate automatically upon termination of
either the management agreement of the supervising adviser relating
to an Account or WMC Sub-advisory Agreement, as each relates to such
Account.
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 whom enforcement of the change, waiver, discharge
or termination is sought. To the extent required by applicable law,
no amendment of this Agreement shall be effective until approved by
a vote of a majority of the Independent Trustees.
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WMC - WMIL Sub-Advisory Agreement
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Signatures Wellington Management Company, LLP
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
Title: Chairman and Chief Executive Officer
Agreed and Accepted To:
Wellington Management International Limited
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Director
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WMC - WMIL Sub-Advisory Agreement
Attachment A - List of Accounts
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Xxxxxxxx Global Smaller Companies Fund, a series of Xxxxxxxx Global
Fund Series, Inc.
Xxxxxxxx Global Smaller Companies Portfolio, a series of Xxxxxxxx
Portfolios, Inc.
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