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Exhibit (d)(3)(ii)
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
INTERIM AGREEMENT made this 25th day of September, 2000 by and between AMR
Investment Services, Inc., a Delaware Corporation (the "Adviser"), and Barrow,
Hanley, Xxxxxxxxx & Xxxxxxx, Inc. (the "Sub-Adviser");
WHEREAS, the American Independence Funds Trust (the "Trust"), a Delaware
business trust, is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
consisting of several series of shares, each having its own investment policies;
and
WHEREAS, the Trust has retained INTRUST Financial Services, Inc. ("INTRUST") to
provide the Trust with business and asset management services for the Stock Fund
(the "Fund"), subject to the control of the Trust's Board of Trustees;
WHEREAS, INTRUST has retained the Adviser to provide the Trust with business and
asset management services for the Fund;
WHEREAS, INTRUST's agreement with the Adviser permits the Adviser to delegate to
other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render investment
management services to the Fund, and the Sub-Adviser is willing to render such
services;
WHEREAS, the Adviser and Sub-Adviser desire to enter into this Interim Agreement
pending approval of a new investment advisory agreement between the Adviser and
the Sub-Adviser (the "Sub-Advisory Agreement") by a majority of the Fund's
outstanding voting securities as defined under the 1940 Act;
NOW THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of Sub-Adviser. The Adviser employs the Sub-Adviser to manage the
investment and reinvestment of the Fund's assets and, with respect to such
assets, to continuously review, supervise, and administer the investment program
of the Fund, to determine in the Sub-Adviser's discretion the securities to be
purchased or sold, to provide the Adviser and the Trust with records concerning
the Sub-Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Adviser and to the Trust's officers and Trustees
concerning the Sub-Adviser's discharge of the foregoing responsibilities. The
Sub-Adviser shall discharge the foregoing responsibilities subject to the
Adviser's oversight and the control of the officers and the Trustees of the
Trust and in compliance with such policies as the Trustees may from time to time
establish, and in compliance with the objectives, policies, and limitations for
such Fund set forth in the Trust's current registration statement as amended
from time to time, and applicable laws and regulations. The Sub-Adviser accepts
such employment and agrees to render the services for the compensation specified
herein and to provide at its own
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expense the office space, furnishings and equipment and the personnel required
by it to perform the services on the terms and for the compensation provided
herein. The Sub-Adviser will instruct the Custodian(s) to hold and/or transfer
the Fund's assets in accordance with Proper Instructions received from the
Sub-Adviser. (For this purpose, the term "Proper Instructions" shall have the
meaning(s) specified in the applicable agreement(s) between the Trust and its
custodians.) The Sub-Adviser will not be responsible for Trust expenses except
as specified in this Interim Agreement.
2. Fund Transactions. The Sub-Adviser is authorized to select the brokers or
dealers (including, to the extent permitted by law and applicable Trust
guidelines, the Sub-Adviser or any of its affiliates) that will execute the
purchases and sales of Fund securities for the Fund and is directed to use its
best efforts to obtain the best net results with respect to brokers' commissions
and discounts as described in the Trust's current registration statement as
amended from time to time. In selecting brokers or dealers, the Sub-Adviser may
give consideration to factors other than price, including, but not limited to,
research services and market information. Any such services or information which
the Sub-Adviser receives in connection with activities for the Trust may also be
used for the benefit of other clients and customers of the Sub-Adviser or any of
its affiliates. The Sub-Adviser will promptly communicate to the Adviser and to
the officers and the Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
3. Compensation of the Sub-Adviser. For the services to be rendered by the
Sub-Adviser as provided in Sections 1 and 2 of this Interim Agreement, the
Adviser shall pay to the Sub-Adviser compensation at the rate specified in
Schedule A attached hereto and made a part of this Interim Agreement. Solely for
the purpose of calculating the applicable annual percentage rates specified in
the attached Schedule(s), there shall be included such other assets as are
specified in said Schedule(s).
Such compensation earned under this Interim Agreement shall be withheld by the
Adviser until the Termination Date of this Agreement as defined in Section 10 of
this Interim Agreement. If the Sub-Advisory Agreement is approved by a majority
of the Fund's outstanding voting securities prior to the Termination Date, the
total amount withheld will be paid to the Sub-Adviser (plus interest). If the
Sub-Advisory Agreement is not approved by a majority of the Fund's outstanding
voting securities prior to the Termination Date, the Sub-Adviser will be paid,
of the amount withheld, the lesser of: (1) any costs incurred in performing
under this Interim Agreement (plus interest); or (2) the total amount withheld
by the Adviser (plus interest).
4. Other Services. At the request of the Trust or the Adviser, the Sub-Adviser
in its discretion may make available to the Trust office facilities, equipment,
personnel, and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Sub-Adviser and billed to the
Trust or the Adviser at a price to be agreed upon by the Sub-Adviser and the
Trust or the Adviser.
5. Reports. The Adviser (on behalf of the Trust) and the Sub-Adviser agree to
furnish to each other, if applicable, current prospectuses, proxy statements,
reports to shareholders,
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certified copies of their financial statements, and such other information with
regard to their affairs as each may reasonably request.
6. Status of Sub-Adviser. The services of the Sub-Adviser to the Trust are not
to be deemed exclusive, and the Sub-Adviser and its directors, officers,
employees and affiliates shall be free to render similar services to others so
long as its services to the Trust are not impaired thereby. The Sub-Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Adviser or the Trust in any way or otherwise be deemed an agent to the Adviser
or the Trust.
7. Certain Records. Any records required to be maintained and preserved pursuant
to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act
which are prepared or maintained by the Sub-Adviser on behalf of the Adviser or
the Trust are the property of the Adviser or the Trust and will be surrendered
promptly to the Adviser or Trust on request.
8. Liability of Sub-Adviser. No provision of this Interim Agreement shall be
deemed to protect the Sub-Adviser against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Interim Agreement.
9. Permissible Interests. To the extent permitted by law, Trustees, agents, and
shareholders of the Trust are or may be interested in the Sub-Adviser (or any
successor thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of the
Sub-Adviser are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Sub-Adviser (or any successor thereof) is or may be
interested in the Trust as a shareholder or otherwise; provided that all such
interests shall be fully disclosed between the parties on an ongoing basis and
in the Trust's registration statement as required by law.
10. Duration and Termination. This Interim Agreement, unless sooner terminated
as provided herein, shall continue until the earlier of: (1) the approval of the
Sub-Advisory Agreement by a majority of the outstanding voting securities of the
Fund; or (2) 150 days from the date of this Interim Agreement (the "Termination
Date"). This Interim Agreement may be terminated at any time, without the
payment of any penalty, by the Adviser, by vote of a majority of the Trustees of
the Trust or by vote of a majority of the outstanding voting securities of the
Fund on 10 calendar days' written notice to the Sub-Adviser, or by the
Sub-Adviser at any time without the payment of any penalty, on 60 days' written
notice to the Adviser and the Trust. This Interim Agreement will automatically
and immediately terminate in the event of its assignment. Any notice under this
Interim Agreement shall be given in writing, addressed and delivered, or mailed
postpaid, to the other party at the primary office of such party, unless such
party has previously designated another address.
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As used in this Section 10, the terms "assignment," "interested persons," and a
"vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
11. Severability. If any provision of this Interim Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Interim Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this instrument is not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually.
IN WITNESS WHEREOF, the parties hereto have caused this Interim Agreement to be
executed as of the day and year first written above.
Xxxxxx, Hanley, Mewhinney, & Xxxxxxx, Inc. AMR Investment Services, Inc.
By:_______________________ By:_______________________
Title:____________________ Title:____________________
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Schedule A
to the
Investment Sub-Advisory Agreement
between
AMR Investment Services, Inc.
and
Barrow, Hanley, Xxxxxxxxx & Xxxxxxx, Inc.
AMR Investment Services, Inc. shall pay compensation to Barrow, Hanley,
Xxxxxxxxx & Xxxxxxx, Inc. pursuant to section 3 of the Investment Sub-Advisory
Agreement between said parties in accordance with the following annual
percentage rates:
0.30% per annum on the first $200 million;
0.20% per annum on the next $300 million;
0.15% per annum on the next $500 million
0.125% per annum on the excess over $1 billion.
In calculating the amount of assets under management solely for the purpose of
determining the applicable percentage rate, there shall be included all other
assets or trust assets of the AMR Investment Services Trust and American
Airlines, Inc. also under management by the Sub-Adviser (except assets managed
by the Sub-Adviser under the HALO Bond Program).
DATED: ___________________, 2000
