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EX-99.B5(f)
SUB-ADVISORY AGREEMENT
(Form 2 Series)
AGREEMENT made this 1st day of December, 1996, by and between
ZURICH XXXXXX INVESTMENTS, INC., a Delaware corporation (the
"Adviser") and ZURICH INVESTMENT MANAGEMENT LIMITED, an English
corporation (the "Sub-Adviser").
WHEREAS, XXXXXX INVESTORS FUND, a Massachusetts business trust
(the "Fund") is a management investment company registered under the
Investment Company Act of 1940;
WHEREAS, the Fund is authorized to issue Shares in separate
series with each representing the interests in a separate portfolio
of securities and other assets;
WHEREAS, the Fund has retained the Adviser to render to it
investment advisory and management services with regard to the series
of the Fund known as the Total Return Portfolio, Growth Portfolio,
Small Capitalization Growth Portfolio, Value Plus Growth Portfolio,
Horizon 20+ Portfolio, Horizon 10+ Portfolio, Horizon 5 Portfolio,
High Yield Portfolio, Investment Grade Bond Portfolio (the "initial
series") pursuant to an Investment Management Agreement (the
"Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the
Sub-Adviser to render investment advisory and management services
with respect to that portion of the portfolio of the Fund's initial
series allocated to the Sub-Adviser by the Adviser for management of
foreign securities, including foreign currency transactions and
related investments, and the Sub-Adviser is willing to render such
services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties
hereto as follows:
1. The Adviser hereby employs the Sub-Adviser to manage the
investment and reinvestment of the assets of the initial series of
the Fund allocated by the Adviser in its sole discretion to the
Sub-Adviser for management of foreign securities, including foreign
currency transactions and related investments, in accordance with the
applicable investment objectives, policies and limitations and
subject to the supervision of the Adviser and the Board of Trustees
of the Fund for the period and upon the terms herein set forth, and
to place orders for the purchase or sale of portfolio securities for
the
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Fund's account with brokers or dealers selected by the Sub-Adviser;
and, in connection therewith, the Sub-Adviser is authorized as the
agent of the Fund to give instructions to the Custodian of the Fund
as to the deliveries of securities and payments of cash for the
account of the Fund. In connection with the selection of such
brokers or dealers and the placing of such orders, the Sub-Adviser is
directed to seek for the Fund best execution of orders. Subject to
such policies as the Board of Trustees of the Fund determines and
subject to satisfying the requirements of Section 28(e) of the
Securities Exchange Act of 1934, 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 its having caused
the Fund to pay a broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser determined in good faith that
such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer
viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities with respect to the clients of
the Sub-Adviser as to which the Sub-Adviser exercises investment
discretion. The Adviser recognizes that all research services and
research that the Sub-Adviser receives are available for all clients
of the Sub-Adviser, and that the Fund and other clients of the
Sub-Adviser may benefit thereby. The investment of funds shall be
subject to all applicable restrictions of the Agreement and
Declaration of Trust and By-Laws of the Fund as may from time to time
be in force.
The Sub-Adviser accepts such employment and agrees during such
period to render such investment management services, to furnish
related office facilities and equipment and clerical, bookkeeping and
administrative services for the Fund, to permit any of its officers
or employees to serve without compensation as trustees or officers of
the Fund if elected to such positions and to assume the obligations
herein set forth for the compensation herein provided. The
Sub-Adviser shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Fund
or the Adviser in any way or otherwise be deemed an agent of the Fund
or the Adviser. It is understood and agreed that the Sub-Adviser, by
separate agreements with the Fund, may also serve the Fund in other
capacities.
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The Sub-Adviser will keep the Fund and the Adviser informed of
developments materially affecting the Fund and shall, on the
Sub-Adviser's own initiative and as reasonably requested by the
Adviser or the Fund, furnish to the Fund and the Adviser from time to
time whatever information the Adviser reasonably believes appropriate
for this purpose.
The Sub-Adviser agrees that, in the performance of the duties
required of it by this Agreement, it will comply with the Investment
Advisers Act of 1940 and the Investment Company Act of 1940, and all
rules and regulations thereunder, and all applicable laws and
regulations and with any applicable procedures adopted by the Fund's
Board of Trustees and identified in writing to the Sub-Adviser.
The Sub-Adviser shall provide the Adviser with such investment
portfolio accounting and shall maintain and provide such detailed
records and reports as the Adviser may from time to time reasonably
request, including without limitation, daily processing of investment
transactions and cash positions, periodic valuations of investment
portfolio positions as required by the Adviser, monthly reports of
the investment portfolio and all investment transactions and the
preparation of such reports and compilation of such data as may be
required by the Adviser to comply with the obligations imposed upon
it under Management Agreement.
The Sub-Adviser shall provide adequate security with respect to
all materials, records, documents and data relating to any of its
responsibilities pursuant to this Agreement including any means for
the effecting of securities transactions.
The Sub-Adviser agrees that it will make available to the
Adviser and the Fund promptly upon their request copies of all of its
investment records and ledgers with respect to the Fund to assist the
Adviser and the Fund in monitoring compliance with the Investment
Company Act of 1940 and the Investment Advisers Act of 1940, as well
as other applicable laws. The Sub-Adviser will furnish the Fund's
Board of Trustees such periodic and special reports with respect to
the portfolio of each series subject to this Agreement as the Adviser
or the Board of Trustees may reasonably request.
In compliance with the requirements of Rule 31a-3 under the
Investment Company Act of 1940, the Sub-Adviser hereby agrees that
any records that it maintains for the Fund are the property of the
Fund and further agrees to surrender promptly to the Fund copies of
any such records upon the Fund's request. The Sub- Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the
Investment Company Act of 1940 any records with respect to the
Sub-Adviser's duties hereunder required to be maintained by Rule
31a-1 under the such Act to the extent that
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the Sub-Adviser prepares and maintains such records pursuant to this
Agreement and to preserve the records required by Rule 204-2 under
the Investment Advisers Act of 1940 for the period specified in that
Rule.
The Sub-Adviser agrees that it will immediately notify the
Adviser and the Fund in the event that the Sub-Adviser: (i) becomes
subject to a statutory disqualification that prevents the Sub-Adviser
from serving as an investment adviser pursuant to this Agreement; or
(ii) is or expects to become the subject of an administrative
proceeding or enforcement action by the United States Securities and
Exchange Commission, the Investment Management Regulatory
Organization ("IMRO") or other regulatory authority.
The Sub-Adviser represents that it is an investment adviser
registered under the Investment Advisers Act of 1940 and other
applicable laws and it is regulated by IMRO and will treat the Fund
as a Non-Private Customer as defined by IMRO. The Sub- Adviser
agrees to maintain the completeness and accuracy of its registration
on Form ADV in accordance with all legal requirements relating to
that Form. The Sub-Adviser acknowledges that it is an "investment
adviser" to the Fund within the meaning of the Investment Company Act
of 1940 and the Investment Advisers Act of 1940.
The Sub-Adviser shall be responsible maintaining an appropriate
compliance program to ensure that the services provided by it under
this Agreement are performed in a manner consistent with applicable
laws and the terms of this Agreement. Furthermore, the Sub-Adviser
shall maintain and enforce a Code of Ethics that is in form and
substance satisfactory to the Adviser. Sub-Adviser agrees to provide
such reports and certifications regarding its compliance program as
the Adviser or the Fund shall reasonably request from time to time.
2. In the event that there are, from time to time, one or more
additional series of the Fund with respect to which the Adviser
desires to retain the Sub-Adviser to render investment advisory and
management services hereunder, the Adviser shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing whereupon such
additional series shall become subject to this Agreement.
3. For the services and facilities described in Section 1, the
Adviser will pay to the Sub-Adviser, at the end of each calendar
month, a sub-advisory fee computed at an annual rate of that portion
of the average daily net assets of the initial series of the Fund
that is allocated by the Adviser to the Sub-Adviser for management as
specified below:
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Series Annual Rate
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Total Return Portfolio .35%
Growth Portfolio .35%
Small Capitalization Growth Portfolio .35%
Value Plus Growth Portfolio .35%
Horizon 20+ Portfolio .35%
Horizon 10+ Portfolio .35%
Horizon 5 Portfolio .35%
High Yield Portfolio .30%
Investment Grade Bond Portfolio .30%
For the month and year in which this Agreement becomes effective
or terminates, there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect during the
month and year, respectively.
4. The services of the Sub-Adviser under this Agreement are
not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services or other services to others so long as its
services hereunder are not impaired thereby.
5. The Sub-Adviser shall arrange, if desired by the Fund, for
officers or employees of the Sub-Adviser to serve, without
compensation from the Fund, as trustees, officers or agents of the
Fund if duly elected or appointed to such positions and subject to
their individual consent and to any limitations imposed by law.
6. The net asset value for each series of the Fund subject to
this Agreement shall be calculated as the Board of Trustees of the
Fund may determine from time to time in accordance with the
provisions of the Investment Company Act of 1940. On each day when
net asset value is not calculated, the net asset value of a series
shall be deemed to be the net asset value of such series as of the
close of business on the last day on which such calculation was made
for the purpose of the foregoing computations.
7. Subject to applicable statutes and regulations, it is
understood that certain trustees, officers or agents of the Fund are
or may be interested in the Sub-Adviser as officers, directors,
agents, shareholders or otherwise, and that the officers, directors,
shareholders and agents of the Sub-Adviser may be interested in the
Fund otherwise than as a trustee, officer or agent.
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8. The Sub-Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the Fund or the
Adviser in connection with the matters to which this Agreement
relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Sub-Adviser in the performance of
its obligations and duties or by reason of its reckless disregard of
its obligations and duties under this Agreement.
9. This Agreement shall become effective with respect to the
initial series of the Fund on the date hereof and shall remain in
full force until April 1, 1998, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from
year to year thereafter with respect to each such series, but only as
long as such continuance is specifically approved for each series at
least annually in the manner required by the Investment Company Act
of 1940 and the rules and regulations thereunder; provided, however,
that if the continuation of this Agreement is not approved for a
series, the Sub-Adviser may continue to serve in such capacity for
such series in the manner and to the extent permitted by the
Investment Company Act of 1940 and the rules and regulations
thereunder.
This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management
Agreement and may be terminated at any time with respect to any
series subject to this Agreement without the payment of any penalty
by the Adviser or by the Sub-Adviser on sixty (60) days written
notice to the other party. The Fund may effect termination with
respect to any such series without payment of any penalty by action
of the Board of Trustees or by vote of a majority of the outstanding
voting securities of such series on sixty (60) days written notice to
the Adviser and the Sub-Adviser.
This Agreement may be terminated with respect to any series at
any time without the payment of any penalty by the Board of Trustees
of the Fund, by vote of a majority of the outstanding voting
securities of such series or by the Adviser in the event that it
shall have been established by a court of competent jurisdiction that
the Sub-Adviser or any officer or director of the Sub-Adviser has
taken any action which results in a breach of the covenants of the
Sub-Adviser set forth herein.
The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
thereunder.
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Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the
compensation described in Section 3 earned prior to such termination.
10. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
11. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
12. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
13. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supersedes all prior
agreements between the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above
written.
ZURICH XXXXXX INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx Title:
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Title: Senior Vice President
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ZURICH INVESTMENT MANAGEMENT LIMITED
By: /s/ Xxxxxx X. Xxxxx
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Title: Managing Directo
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