AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXXX STREET FUNDS
AGREEMENT made this day of February, 1996, by and among First Hawaiian
Bank, a state-chartered bank incorporated under the laws of the State of Hawaii
(the "Adviser"), Wellington Management Company, a Massachusetts general
partnership (the "Sub-Adviser") and Xxxxxx Street Funds, a Massachusetts
business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated January 27, 1995, as amended, (the "Advisory Agreement") with the Trust,
pursuant to which the Adviser will act as investment adviser to the Xxxxxx
Street Money Market Fund and the Xxxxxx Street Treasury Money Market Fund (the
"Funds"); and
WHEREAS, the Adviser and the Trust each desire to retain the Sub-Adviser to
provide investment management services to the Trust in connection with the
management of the Funds, and the Sub-Adviser is willing to render such
investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. (a) Subject to supervision by the Adviser and the Trust's Board of
Trustees, the Sub-Adviser shall manage the investment operations of
the Funds and the composition of the Funds' portfolio, including the
purchase, retention and disposition thereof, in accordance with the
Funds' investment objectives, policies and restrictions as stated in
the Funds' Prospectuses (such Prospectuses and the Statement of
Additional Information, as currently in effect and as amended or
supplemented from time to time, being herein called the
"Prospectuses"), and subject to the following:
(1) The Sub-Adviser shall provide supervision of the Funds'
investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Funds, and
what portion of the costs will be invested or held uninvested in
cash.
(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Agreement and Declaration of Trust and the Prospectuses
and with the instructions and directions of the Adviser and of
the Board of Trustees of the Trust and will conform to and comply
with the requirements of the
1940 Act, the Internal Revenue Code of 1986, as amended, and all
other applicable federal and state laws and regulations, as each
is amended from time to time.
(3) The Sub-Adviser shall determine the securities to be purchased or
sold by the Funds and will place orders with or through such
persons, brokers or dealers to carry out the policy with respect
to brokerage set forth in the Funds' Registration Statement (as
defined herein) and Prospectuses or as the Board of Trustees or
the Adviser may direct from time to time, in conformity with
federal securities laws. In providing the Funds with investment
supervision, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution.
Within the framework of this policy, the Sub-Adviser may consider
the financial responsibility, research and investment information
and other services provided by brokers or dealers who may effect
or be a party to any such transaction or other transactions to
which the Sub-Adviser's other clients may be a party. It is
understood that it is desirable for the Funds that the Sub-
Adviser have access to supplemental investment and market
research and security and economic analysis provided by brokers
who may execute brokerage transactions at higher cost to the
Funds than may result when allocating brokerage to other brokers
on the basis of seeking the most favorable price and efficient
execution. Therefore, the Sub-Adviser is authorized to place
orders for the purchase and sale of securities for the Funds with
such brokers, subject to review by the Trust's Board of Trustees
from time to time with respect to the extent and continuation of
this practice. It is understood that the services provided by
such brokers may be useful to the Sub-Adviser in connection with
the Sub-Adviser's services to other clients.
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
clients of the Sub-Adviser, the Sub-Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be so
purchased or sold in order to obtain the most favorable price or
lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well
as the expenses incurred in the
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transaction, will be made by the Sub-Adviser in the manner it
considers to be the most equitable and consistent with its
fiduciary obligation to the Fund and to such other clients.
(4) The Sub-Adviser shall maintain all books and records with respect
to the Funds' portfolio transactions required by subparagraphs
(b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule
31a-1 under the 1940 Act and shall render to the Trust's Board of
Trustees such periodic and special reports as the Trust's Board
of Trustees may reasonably request.
(5) The Sub-Adviser shall provide the Funds' Custodian on each
business day with information relating to all transactions
concerning the Fund's assets and shall provide the Adviser with
such information upon request of the Adviser.
(6) The investment management services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the Sub-
Adviser shall be free to render similar services to others, as
long as such services do not impair the services rendered to the
Adviser or the Trust.
(b) Services to be furnished by the Sub-Adviser under this Agreement may
be furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.
(c) The Sub-Adviser shall keep the Funds' books and records required to be
maintained by the Sub-Adviser pursuant to paragraph 1(a) of this
Agreement and shall timely furnish to the Adviser all information
relating to the Sub-Adviser's services under this Agreement needed by
the Adviser to keep the other books and records of the Funds required
by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all
records that it maintains on behalf of the Funds are property of the
Funds and the Sub-Adviser will surrender promptly to the Funds any of
such records upon the Funds' request; provided, however, that the Sub-
Adviser may retain a copy of such records. The Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records as are required to be maintained by it
pursuant to paragraph 1(a) of this Agreement.
2. The Adviser shall continue to have responsibility for all services to be
provided to the Funds pursuant to the Advisory
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Agreement and shall oversee and review the Sub-Adviser's performance of its
duties under this Agreement
3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as in effect on the date of this
Agreement and as amended from time to time, herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the "By-
Laws");
(c) Certified resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and the Sub-Adviser with respect to the
Fund, 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-1A (the "Registration Statement"), as
filed with the Securities and Exchange Commission (the "Commission")
relating to the Funds and shares of the Funds' beneficial shares, and
all amendments thereto;
(e) Notification of Registration of the Trust under the 1940 Act on Form
N-8A as filed with the Commission, and all amendments thereto; and
(f) Prospectuses of the Funds.
4. For the services to be provided by the Sub-Adviser pursuant to this
Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees
to accept as full compensation therefore a sub-advisory fee at an annual
rate of 0.075% on the first $500 million of the Funds' aggregate average
daily net assets and 0.020% on such Funds' aggregate average daily net
assets in excess of $500 million. These fees will be computed daily and
paid to the Sub-Adviser monthly.
5. The Sub-Adviser shall not be liable for any error of judgment or for any
loss suffered by the Funds or the Adviser in connection with performance of
its obligations under this Agreement, except a loss resulting from a breach
of fiduciary duty with respect to the receipt of compensation for services
(in which case any award of damages shall be limited to the
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period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a
loss resulting from willful misfeasance, bad faith or gross negligence on
the Sub-Adviser's part in the performance of its duties or from reckless
disregard of its obligations and duties under this Agreement, except as may
otherwise be provided under provisions of applicable state law which cannot
be waived or modified hereby.
6. This Agreement shall continue in effect for a period of more than two years
from January 27, 1995 only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated (a) by the Funds at any time, without the
payment of any penalty, by the vote of a majority of Trustees of the Trust
or by the vote of a majority of the outstanding voting securities of such
Fund, (b) by the Adviser at any time, without the payment of any penalty,
on not more than 60 days' nor less than 30 days' written notice to the
other parties, or (c) by the Sub-Adviser at any time, without the payment
of any penalty, on 90 days' written notice to the other parties. This
Agreement shall terminate automatically and immediately in the event of its
assignment. As used in this Section 6, the terms "assignment" and "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 exceptions as may be granted by the Commission
under the 1940 Act.
7. Nothing in this Agreement shall limit or restrict the right of any of the
Sub-Adviser's partners, officers, or employees to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any business, whether of a similar or
dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage
in any other business or to render services of any kind to any other
corporation, firm, individual or association.
8. During the term of this Agreement, the Adviser agrees to furnish the Sub-
Adviser at its principal office all prospectuses, proxy statements, reports
to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Funds, the Trust or the public that
refer to the Sub-Adviser or its clients in any way prior to use thereof and
not to use material if the Sub-Adviser reasonably objects in writing within
five business days (or such other period as may be mutually agreed) after
receipt thereof. The Sub-Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the Sub-
Adviser, its services and its clients. The Adviser agrees to use its
reasonable best efforts to ensure that materials
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prepared by its employees or agents or its affiliates that refer to the
Sub-Adviser or its clients in any way are consistent with those materials
previously approved by the Sub-Adviser as referenced in the first sentence
of this paragraph. Sales literature may be furnished to the Sub-Adviser by
first class or overnight mail, facsimile transmission equipment or hand
delivery.
9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination
is sought, and no amendment of this Agreement shall be effective until
approved by the vote of the majority of the outstanding voting securities
of the Funds.
10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
11. This Agreement embodies the entire agreement and understanding among the
parties hereto, and supersedes all prior agreements and understandings
relating to this Agreement's subject matter. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be
an original, but such counterparts shall, together, constitute only one
instrument.
12. Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:
To the Adviser at:
First Hawaiian Bank
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at:
Wellington Management Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Legal Department
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To the Trust or the Fund at:
Xxxxxx Street Funds
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Attention: General Counsel
14. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the Commission, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
15. A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of
the Trust as Trustees, and that the obligations of this instrument are not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the day and year first written above.
FIRST HAWAIIAN BANK WELLINGTON MANAGEMENT COMPANY
By: By:
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Title: Title:
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XXXXXX STREET FUNDS
By:
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Title:
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