Exhibit 99(d)(2)
FORM OF SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (the "Agreement") made this ___ day of __________,
2001, by and between ▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS (NORTH AMERICA) INC. (the
"Adviser") and ▇▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT LTD. (the "Subadviser"), which
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one
instrument.
WHEREAS, the Adviser wishes to enter into a contract with the Subadviser to
render the Adviser the following services:
Provide research, analysis, advice and recommendations with respect to the
purchase and sale of securities, and make investment commitments regarding
assets of separate series of the ▇▇▇▇▇▇▇▇▇ Global Funds (the "Trust") subject to
oversight by the Board of Trustees of the Trust and the supervision of the
Adviser. The Trust currently offers shares of five portfolios designated as the
▇▇▇▇▇▇▇▇▇ European Opportunities Fund, the ▇▇▇▇▇▇▇▇▇ International Emerging
Companies Fund, the ▇▇▇▇▇▇▇▇▇ Global Technology Fund, the ▇▇▇▇▇▇▇▇▇ Worldwide
Opportunities Fund and the ▇▇▇▇▇▇▇▇▇ International Opportunities Fund (the
"Existing Portfolios") and together with such other portfolios which may be
established later and served by the Adviser and Subadviser hereunder are
referred to herein as a "Fund."
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:
1. As compensation for the services enumerated herein, the Adviser will
pay the Subadviser a fee, which shall be calculated monthly and payable monthly,
as set forth in Schedule A hereto.
In the event that the Trust establishes one or more portfolios other
than the Existing Portfolios with respect to which the Adviser wishes to engage
the Subadviser to render services enumerated herein, it shall notify the
Subadviser in writing. If the Subadviser is willing to render such services and
agrees upon the subadvisory fee rates to be payable by the Adviser, the
Subadviser shall notify the Adviser in writing, whereupon such portfolio or
portfolios shall become a Fund or Funds hereunder.
If this Agreement shall become effective subsequent to the first day
of a month, or shall terminate before the last day of a month, the Subadviser's
compensation for such fraction of the month shall be determined by applying the
foregoing percentages to the average daily net asset value of the Fund during
such fraction of a month and in the proportion that such fraction of a month
bears to the entire month.
2. This Agreement shall become effective as of the date first above
written, subject to the approval of the Board of Trustees of the Trust in
accordance with the provisions of the Investment Company Act of 1940 (the
"Act"). The Adviser will promptly advise the Subadviser as to the giving of
such approval. The Adviser represents that it is the investment Adviser of the
Fund, with the authority as such to enter into this Agreement.
3. This Agreement shall continue for a period ending one year from its
effective date. It may be renewed thereafter by the Adviser and the Subadviser
for successive periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
of the Trust or by a vote of the majority of the outstanding voting securities
of the Fund as prescribed by the Act and provided further that such continuance
is approved at least annually thereafter by a vote of a majority of the Trust's
Trustees, who are not parties to such Agreement or interested persons of such a
party, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement will terminate automatically without the payment of
any penalty upon termination of the Investment Advisory Agreement ("Investment
Advisory Agreement") relating to the Fund between the Trust and the Adviser
(accompanied by simultaneous notice to the Subadviser) or upon sixty (60) days'
written notice by the Trust to the Subadviser that the Trustees of the Trust or
the shareholders by vote of a majority of the outstanding voting securities of
the Fund, as provided by the Act, have terminated the Investment Advisory
Agreement. This Agreement may also be terminated by the Subadviser without
penalty upon sixty (60) days' written notice to Adviser and the Trust.
This Agreement shall terminate automatically in the event of its
assignment or (upon notice thereof to the Subadviser) the assignment of the
Investment Advisory Agreement, unless its continuation thereafter is approved by
the Board of Trustees of the Trust and the shareholders of the Fund as required
by the Act (in each case as the term "assignment" is defined in Section 2(a)(4)
of the Act).
4. Subject to the supervision of the Board of Trustees of the Trust and
the Adviser, the Subadviser will provide an investment program for the Fund,
including investment research and management with respect to securities and
investments, including cash and cash equivalents in the Fund, and will determine
from time to time what securities and other investments will be purchased,
retained or sold by the Fund. The Subadviser will provide the services under
this Agreement in accordance with the Fund's investment objective policies and
restrictions as stated in the Prospectus (as used herein this term includes the
related Statement of Additional Information). The Subadviser further agrees that
it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will, in addition, conduct its activities
under this Agreement in accordance with regulations of any other Federal or
State agencies which now have or in the future will have jurisdiction over its
activities;
(b) will pay expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities and other investments
(including brokerage commissions and other transaction changes, if any)
purchased for the Fund, provided that the Subadviser will not pay for or provide
a credit with respect to any research provided to it in accordance with Section
4(c);
(c) will place orders pursuant to its investment determinations for
the Fund either directly with any broker or dealer, or with the issuer. In
placing orders with brokers or dealers, the Subadviser will attempt to obtain
the best overall price and the most favorable execution of its orders, except as
provided below. Consistent with this obligation, when the
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execution and price offered by two or more brokers or dealers are comparable,
the Subadviser has been advised by the Adviser that the Trust has authorized the
Adviser to authorize the Subadviser, in its discretion, to purchase and sell
securities to and from brokers and dealers who promote the sale of Fund shares
and the Adviser hereby so authorizes the Subadviser. In no instance will
securities be purchased from or sold to the Subadviser or any affiliated person
of the Subadviser as principal. Notwithstanding the foregoing sentence, the
Subadviser may arrange for the execution of brokered transactions through an
affiliated broker dealer in conformity with policies and procedures for such
purpose if, when, and as established by the Trustees of the Fund. Subject to
policies established by the Board of Trustees of the Trust and communicated to
the Subadviser, it is understood that the Subadviser will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the Trust or in
respect of the Fund, or be in breach of any obligation owing to the Adviser or
the Trust or in respect of the Fund under this Agreement, or otherwise, solely
by reason of its having caused the Fund to pay a member of a securities
exchange, a broker or a dealer a commission for effecting a securities
transaction for the Fund in excess of the amount of commission another member of
an exchange, broker or dealer would have charged if the Subadviser determines in
good faith that the commission paid was reasonable in relation to the brokerage
or research services provided by such member, broker or dealer, viewed in terms
of that particular transaction or the Subadviser's overall responsibilities with
respect to the accounts, including the Fund, as to which it exercises investment
discretion;
(d) will review the daily valuation of securities owned by the Fund as
obtained on a daily basis by the Fund's administrator and furnished by it to
Subadviser, and will promptly notify the Trust and the Adviser if the Subadviser
believes that any such valuations may not properly reflect the market value of
any securities owned by the Fund, provided, however, that the Subadviser is not
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required by this sub-paragraph to obtain valuations of any such securities from
brokers or dealers or otherwise, or to otherwise independently verify valuations
of any such securities;
(e) will attend regular business and investment-related meetings with
the Trust's Board of Trustees and the Adviser if requested to do so by the Trust
and/or the Adviser;
(f) maintain books and records with respect to the securities
transactions for the Fund, furnish to the Adviser and the Trust's Board of
Trustees such periodic and special reports as they may request with respect to
the Fund, and provide in advance to the Adviser all of the Subadviser's reports
to the Trust's Board of Trustees for examination and review within a reasonable
time prior to the Trust's Board meetings.
5. Subadviser agrees with respect to the services provided to the Fund
that it:
(a) will provide investment Adviser with trade information and broker
confirms upon request; and
(b) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Fund and its prior,
present or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder (except after prior notification to and approval in writing by
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the Trust, which approval may not be withheld where Subadviser is advised by
counsel that the Subadviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust).
6. In compliance with the requirements of Rule 31a-3 under the Act,
Subadviser acknowledges that all records which it maintains for the Trust are
the property of the Trust and agrees to surrender promptly to the Trust any of
such records upon the Trust's request, provided, that Subadviser may retain
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copies thereof at its own expense. Subadviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the Act the records required to be
maintained by Rule 31a-1 under the Act relating to transactions placed by
Subadviser for the Fund.
7. It is expressly understood and agreed that the services to be rendered
by the Subadviser to the Adviser under the provisions of this Agreement are not
to be deemed to be exclusive, and the Subadviser shall be free to provide
similar or different services to others so long as its ability to provide the
services provided for in this Agreement shall not be materially impaired
thereby.
8. The Adviser agrees that it will furnish currently to the Subadviser
all information with reference to the Fund and the Trust that is reasonably
necessary to permit the Subadviser to carry out its responsibilities under this
Agreement, and the parties agree that they will from time to time consult and
make appropriate arrangements as to specific information that is required under
this paragraph and the frequency and manner with which it shall be supplied.
Without limiting the generality of the foregoing, Adviser will furnish to
Subadviser procedures consistent with the Trust's contract with the Fund's
custodian from time to time (the "Custodian"), and reasonably satisfactory to
Subadviser, for consummation of portfolio transactions for the Fund by payment
to or delivery by the Custodian of all cash and/or securities or other
investments due to or from the Fund, and Subadviser shall not have possession or
custody thereof or any responsibility or liability with respect to such custody.
Upon giving proper instructions to the Custodian, Subadviser shall have no
responsibility or liability with respect to custodial arrangements or the acts,
omissions or other conduct of the Custodian.
9. The Subadviser and its directors, officers, stockholders, employees
and agents shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Adviser or the Trust in connection with any matters
to which this Agreement relates or for any other act or omission in the
performance by the Subadviser of its duties under this agreement except that
nothing herein contained shall be construed to protect the Subadviser against
any liability by reason of the Subadviser's willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reckless disregard of
its obligations or duties under this Agreement.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby. Except to the extent governed by federal law including
the Act, this Agreement shall be governed by, and construed in accordance with,
the laws of the State of Illinois, without applying the principles of conflicts
of law thereunder.
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11. No provision of this Agreement may be changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought. No
amendment of this Agreement shall be effective with respect to the Trust until
approved in accordance with the Act.
12. Any notice to be given hereunder may be given by personal notification
or by facsimile transmission, to the party specified at the address stated
below:
To the Adviser at: _______________________
_______________________
_______________________
_______________________
To the Subadviser at: _______________________
_______________________
_______________________
_______________________
To the Fund or the Trust at: _______________________
_______________________
_______________________
_______________________
or addressed as such party may from time to time designate by notice to other
parties in accordance herewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: ▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS
(NORTH AMERICA) INC.
__________________________ By:__________________________
ATTEST: ▇▇▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT LTD.
__________________________ By:__________________________
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SCHEDULE A SUMMARY
▇▇▇▇▇▇▇▇▇ European Opportunities Fund
Adviser will pay to Subadviser an annual fee equal to ________% of the
daily net assets of the Fund.
▇▇▇▇▇▇▇▇▇ International Emerging Companies Fund
Adviser will pay to Subadviser an annual fee equal to ________% of the
daily net assets of the Fund.
▇▇▇▇▇▇▇▇▇ Global Technology Fund
Adviser will pay to Subadviser an annual fee equal to ________% of the
daily net assets of the Fund.
▇▇▇▇▇▇▇▇▇ Worldwide Opportunities Fund
Adviser will pay to Subadviser an annual fee equal to ________% of the
daily net assets of the Fund.
▇▇▇▇▇▇▇▇▇ International Opportunities Fund
Adviser will pay to Subadviser an annual fee equal to ________% of the
daily net assets of the Fund.
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