EXHIBIT (d)(2)
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG
XXX XXXXXX PARTNERS TRUST, XXX XXXXXX ASSET MANAGEMENT
AND
X'XXXXXXXXXXX ASSET MANAGEMENT, L.L.C.
THIS AGREEMENT is made as of this ____ day of ________, 2009 by and among
XXX XXXXXX PARTNERS TRUST (the "Trust") a Delaware statutory trust, on behalf of
each of the series of the Trust identified on Schedule A (the "Funds") XXX
XXXXXX ASSET MANAGEMENT ("VKAM"), a Delaware statutory trust, and X'XXXXXXXXXXX
ASSET MANAGEMENT, L.L.C. (the "Sub-Adviser"), a Delaware limited liability
company.
WHEREAS, VKAM acts as investment adviser to the Trust and each of its
series;
WHEREAS, the Sub-Adviser has available a staff of experienced investment
personnel and facilities for providing investment sub-advisory services to the
Funds;
WHEREAS, the Sub-Adviser is an investment adviser registered as such with
the Securities and Exchange Commission and is willing to provide VKAM and the
Funds with investment management services on the terms and conditions set forth
herein; and
WHEREAS, VKAM, the Sub-Adviser and the Trust desire to enter into an
agreement for the Sub-Adviser to provide investment management services to the
Trust with respect to the investment of the assets of each of the Funds.
NOW THEREFORE it is mutually agreed:
1. INVESTMENT MANAGEMENT SERVICES.
(a) Investment Management
(i) Effective on the date specified above, and subject to the overall
policies, control, direction and review of the Trust's Board of Trustees
("Board") and VKAM, the Sub-Adviser shall manage the investment and
reinvestment of the assets of each of the Funds, determine in its
discretion the securities to be purchased or sold and the portion of each
Fund's assets to be held uninvested, to provide the Trust with records
concerning the Sub-Adviser's activities which the Trust is required to
maintain, and to render regular reports to the Trust's officers and the
Board concerning the Sub-Adviser's discharge of the foregoing
responsibilities. The Sub-Adviser and its affiliates shall for all purposes
herein be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Funds in any way or otherwise be deemed an agent of the
Funds.
(ii) The Sub-Adviser shall have full discretion, power and authority
on the Funds' behalf to buy, sell, retain, exchange or otherwise deal in
investments and other assets, make deposits, subscribe to issues and offers
for sale and accept placements of any investments, enter into foreign
currency transactions on a spot or forward basis, effect transactions on
any markets, take all day to day decisions and otherwise act as the
Sub-Adviser judges appropriate in relation to the investment and
reinvestment of the portfolio of assets of the Funds. This includes
performing all acts and executing all documents which the Sub-Adviser
reasonably considers
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incidental thereto, including (without limitation) power to execute and
deliver all applications, requests, or claims for refund, reduction,
repayment or credit of, or exemption or relief from, any withholding tax or
similar taxes in any jurisdiction in which such applications, requests or
claims may be made. Subject to guidelines adopted by the Funds, the
Sub-Adviser shall also make recommendations or take action as to the manner
in which voting rights, rights to consent to corporate action and any other
rights pertaining to the portfolio of assets of each Fund shall be
exercised.
(iii) In performing these services, the Sub-Adviser shall always
adhere to the restrictions of the Trust's Declaration of Trust and By-Laws,
as they may be amended and/or restated from time to time and as provided to
the Sub-Adviser by VKAM, any and all policies, procedures and guidelines
adopted by the Board on behalf of the Funds, the provisions of the
Investment Company Act of 1940 ("Investment Company Act") and the
statements relating to each Fund's respective investment objective(s),
investment policies and investment restrictions as set forth in the
currently effective prospectus and statement of additional information
relating to the shares of each Fund under the Securities Act of 1933 (the
"Prospectus" and "Statement of Additional Information," respectively), as
well as to the supervision of VKAM and the Board.
(iv) Unless otherwise instructed by VKAM or the Board, and subject to
the provisions of this Agreement and to any guidelines or limitations
specified from time to time by VKAM or by the Board, the Sub-Adviser shall
have executed and performed on behalf of and at the expense of the
respective Funds:
(1) Purchases, sales, exchanges, conversions, and placement or
orders for execution; and
(2) Reporting of all transactions to VKAM and to other entities
as directed by VKAM or by the Board.
(v) The Sub-Adviser shall provide the Board at least quarterly, in
advance of the regular meetings of the Board, a report of its activities
hereunder on behalf of the Trust and the Funds and the Sub-Adviser's
proposed strategy for the next quarter, all in such form and detail as
requested by VKAM and the Board. The Sub-Adviser shall also make an
investment officer available to attend such meetings of the Board, as VKAM
and the Board may reasonably request.
(vi) The Sub-Adviser may, where reasonable, employ agents (including
affiliates) to perform any administrative, dealing or ancillary services
required to enable the Sub-Adviser to perform its services under this
Sub-Advisory Agreement; however Sub-Adviser will notify VKAM of any such
delegation.
(b) Restriction of the Sub-Adviser's Powers
(i) In carrying out its duties hereunder, the Sub-Adviser shall comply
with all reasonable instructions of the Trust or VKAM in connection
therewith. Such instructions may be given by letter, telex, telefax or
telephone confirmed by telex, by the Board or by any other person
authorized by a resolution of the Board provided a certified copy of such
resolution has been supplied to the Sub-Adviser.
(ii) All securities, cash and other assets of the Funds shall be
placed and maintained in the care of a member bank of the Federal Reserve
System of the United States approved by the
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Board as custodian and one or more "Eligible Foreign Custodians" (as
defined in Rule 17f-5 under the Investment Company Act).
(iii) Persons authorized by resolution of the Board shall have the
right to inspect and copy contracts, notes, vouchers, and copies of entries
in books or electronic recording media relating to the Trust's transactions
at the registered office of the Sub-Adviser at any time during normal
business hours. Such records, in relation to each transaction effected by
the Sub-Adviser on behalf of the Trust, shall be maintained by the
Sub-Adviser for a period of seven years from the date of each respective
transaction or such longer period as specified by applicable law.
(c) Purchase and Sale of Securities
In performing the services described above, the Sub-Adviser shall use its
best efforts to obtain for the Funds the most favorable price and execution
available. Subject to prior authorization of appropriate policies and procedures
by the Board, the Sub-Adviser may, to the extent authorized by law, cause the
Funds to pay a broker or dealer who provides brokerage and research services an
amount of commission for effecting the Funds' investment transactions in excess
of the amount of commission another broker or dealer would have charged for
effecting such transactions, in recognition of the brokerage and research
services provided by the broker or dealer. To the extent authorized by law, 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 such action.
2. DUTIES OF VKAM.
(a) Provision of Information
VKAM shall advise the Sub-Adviser from time to time, with respect to each
Fund, of the Fund's investment objective, investment policies and investment
restrictions and of any changes or modifications thereto, by sending to the
Sub-Adviser a copy of each registration statement and amendment thereto of the
Trust relating to the Funds as filed with the Securities and Exchange
Commission. As requested by the Sub-Adviser, VKAM shall furnish such information
to the Sub-Adviser as to holdings, purchases, and sales of the securities under
its management as will reasonably enable the Sub-Adviser to furnish its
investment advice under this Agreement.
(b) Compensation to the Sub-Adviser
For the services rendered, the facilities furnished and expenses assumed by
the Sub-Adviser, VKAM shall pay to the Sub-Adviser a fee as set forth in
Schedule B.
3. PROVISION OF CERTAIN INFORMATION BY SUB-ADVISER
The Sub-Adviser will promptly notify VKAM and the Funds in writing of the
occurrence of any of the following events:
(a) the Sub-Adviser fails to be registered as an investment adviser under
the Investment Advisers Act of 1940 (the "Advisers Act") or under the laws of
any jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement;
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(b) the Sub-Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board or body, involving the affairs of the Trust; and
(c) any material change in the members or any change in actual control or
management of the Sub-Adviser or the portfolio manager of the Funds.
The Sub-Adviser will keep the Funds and the Adviser promptly informed of
developments relating to its duties as sub-adviser of which the Sub-Adviser has,
or should have, knowledge that would materially affect the management of the
Funds, including but not limited to any changes in the senior investment
personnel assigned to the Funds' accounts.
4. MISCELLANEOUS.
(a) Limitation of Liability of the Sub-Adviser
No warranty is given by the Sub-Adviser as to the performance or
profitability of the Funds or any part of them.
The Sub-Adviser will not be responsible to VKAM or the Funds for the
solvency, actions or omissions of any counterparty, broker, dealer,
market-maker, bank, custodian or sub-custodian (each a "Fund Agent") with whom
it transacts business on VKAM's or the Fund's behalf, other than affiliates of
the Sub-Adviser, unless Sub-Adviser was negligent in its selection of such Fund
Agent. The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss arising out of any investment or for any act or omission
in the performance of investment management services rendered with respect to
the Funds, except for willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties hereunder. As used in this Section 3(a), the Sub-Adviser shall
include any affiliates of the Sub-Adviser performing services for the
Sub-Adviser contemplated hereby and Trustees, officers and employees of the
Sub-Adviser and such affiliates.
(b) Best Efforts
It is understood and agreed that in furnishing the investment advice and
other services as herein provided, the Sub-Adviser shall use its best
professional judgment to recommend actions which will provide favorable results
for the Funds.
(c) Compliance with Applicable Laws and Regulations
The Sub-Adviser shall obtain and at all times maintain and comply with the
terms of all relevant authorizations, licenses, consents, approvals and
registrations and comply with all relevant laws and regulations, necessary for
the purpose of performing any of its duties and obligations under this
Agreement. The Sub-Adviser shall inform VKAM and the Board as soon as possible
if at any time the Sub-Adviser becomes unable to comply with the terms of or
maintain any such authorizations, licenses, consents, approvals or
registrations.
(d) Compliance Program of the Sub-Adviser
The Sub-Adviser hereby represents and warrants that:
(i) in accordance with Rule 206(4)-7 under the Advisers Act, the
Sub-Adviser has adopted and implemented and will maintain written
policies and procedures
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reasonably designed to prevent violation by the Sub-Adviser and
its supervised persons (as such term is defined in the Advisers
Act) of the Advisers Act and the rules the SEC has adopted under
the Advisers Act; and
(ii) to the extent that Sub-Adviser's activities or services could
affect the Funds, the Sub-Adviser has adopted and implemented and
will maintain written policies and procedures that are reasonably
designed to prevent violation of the "federal securities laws"
(as such term is defined in Rule 38a-1 under the Investment
Company Act) by the Funds and the Sub-Adviser (the policies and
procedures referred to in this Paragraph 3(d)(ii), along with the
policies and procedures referred to in Paragraph 3(d)(i),
referred to herein as the Sub-Adviser's "Compliance Program").
(e) Reporting of Compliance Matters
(i) The Sub-Adviser shall promptly provide to the Trust's Chief
Compliance Officer ("CCO") and VKAM's CCO the following
documents:
(1) summaries of all SEC examination correspondence, including
correspondence regarding books and records examinations and
"sweep" examinations, issued during the term of this
Agreement, in which the SEC identified concerns, issues or
matters (such correspondence is commonly referred to as
"deficiency letters") relating to any aspect of the
Sub-Adviser's investment advisory business and the
Sub-Adviser's responses thereto;
(2) a report of any material violations of the Sub-Adviser's
Compliance Program or any "material compliance matters" (as
such term is defined in Rule 38a-1 under the Investment
Company Act) that have occurred with respect to the
Sub-Adviser's Compliance Program;
(3) a report of any material changes to the policies and
procedures that compose the Sub-Adviser's Compliance
Program;
(4) a copy or summary thereof the Sub-Adviser's chief compliance
officer's report (or similar document(s) which serve the
same purpose) regarding his or her annual review of the
Sub-Adviser's Compliance Program, as required by Rule
206(4)-7 under the Advisers Act; and
(5) an annual (or more frequently as the Trust CCO and tVKAM's
CCO may reasonably request) representation regarding the
Sub-Adviser's compliance with Paragraphs 3(d) and 3(e) of
this Agreement.
(ii) The Sub-Adviser shall also provide the Trust CCO and VKAM's CCO
with reasonable access, during normal business hours, to the
Sub-Adviser's facilities for the purpose of conducting
pre-arranged on-site compliance-related due diligence meetings
with personnel of the Sub-Adviser.
(f) Records and Reports
(i) The Sub-Adviser will keep accurate and detailed records with
respect to all
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receipts, investments, sales, disbursements and other
transactions carried out by the Sub-Adviser for a Fund.
(ii) All records held pursuant to this clause by the Sub-Adviser shall
be open to inspection by VKAM or the Funds, and the Sub-Adviser
will provide VKAM and the Funds with such access as it itself has
to records held by any relevant third party, in each case at
reasonable times during business hours and upon the giving of
reasonable notice by VKAM or a Fund.
(iii) The Sub-Adviser will not provide VKAM with an individual trade
confirmation of each portfolio transaction unless VKAM has
specifically requested the Sub-Adviser to do so. Any records,
reports which are required to be maintained or furnished by the
Sub-Adviser may be maintained and delivered exclusively in
electronic form. Any such record (including a scanned copy of any
paper document) shall be deemed an original for all purposes and
may be admitted in evidence in any action, proceeding or
counterclaim related to the subject matter of this Agreement,
even though the paper source document is unavailable.
(g) Confidentiality and Disclosure
The Sub-Adviser and VKAM undertake to keep private and confidential all
information acquired in connection with this Agreement, and not to disclose
such information to any person except to the extent that:
(i) the other party gives prior consent; or
(ii)disclosure is required by law, regulation, regulatory authority or
court order;
(iii) disclosure to a counterparty to a transaction effected for a
Fund is required as a condition to such transaction;
(iv)disclosure is necessary to enable the Sub-Adviser to perform its
obligations under this Agreement; or
(v) the information now is or hereafter comes into the public domain
without fault on the part of the Sub-Adviser.
For the avoidance of doubt, the Sub-Adviser and VKAM may, without violating
the provisions of this paragraph 3(g), refer in marketing and advertising
materials to the Funds by name and to the Fund's SEC standardized
performance, publicly disclosed assets under management, publicly disclosed
holdings and investment objectives of the Funds.
(h) Use of Trade Rights/Marketing Materials
(i) Subject to all of the terms and conditions hereof, the Sub-Adviser
grants to VKAM and the Funds, for the duration of this Agreement, a
paid-up, royalty-free, non-exclusive right and license to use the
name, trade name, O'(R) service xxxx and goodwill of
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the Sub-Adviser, the know-how, methods and trading strategies
implemented by the Sub-Adviser for the Funds (as modified by the
Sub-Adviser from time to time), and the right to use the name,
likeness, portrait or picture of Xxxxx X. X'Xxxxxxxxxxx (collectively,
the "Trade Rights") solely in connection with the advertising,
promotion and management of the Funds. The license granted hereby is
personal to VKAM and the Funds (and to their respective permitted
affiliates, successors and assigns which agree in writing to be bound
by the provisions of this Agreement) and for the use of VKAM and the
Funds and such permitted affiliates, successors and assigns solely as
aforesaid and solely for the duration of this Agreement and does not
include the right to sublicense, publish and distribute Trade Rights
(or any software incorporating the same), unless expressly approved by
the Sub-Adviser in writing. All rights which are not specifically
granted by the Sub-Adviser are expressly reserved by the Sub-Adviser.
Nothing herein shall be construed to prohibit the Sub-Adviser from
using in its own business, implementing, licensing, publishing or
distributing the Trade Rights for any other purpose; provided,
however, that for the duration of this Agreement, the Sub-Adviser
shall not license or allow any third party to use the Trade Rights in
the management of any investment company (or series thereof) which is
registered under Section 8(b) of the Investment Company Act, 15 U.S.C.
Section 80a-8(b). Except as expressly set forth in the preceding
sentence, nothing in this Agreement shall preclude the Sub-Adviser
from employing, marketing, selling, leasing, licensing or maintaining
the Trade Rights or any other products or services of the Sub-Adviser
to or for any other party. Any use of the Trade Rights by VKAM or the
Funds shall be solely in a manner approved in writing in advance in
each instance by the Sub-Adviser and, in the case of the name,
likeness, portrait or picture of Xxxxx X. X'Xxxxxxxxxxx, by Xx.
X'Xxxxxxxxxxx, which approval shall not in any instance be
unreasonably withheld or delayed; provided, however, that for the
duration of this Agreement, VKAM may use any Trade Rights or other
information contained in, and in materially the same form as set forth
in, any Fund's Prospectus or Statement of Additional Information
without such prior approval. Upon termination of this Agreement for
any reason, VKAM and the Funds and all persons acting in concert with
them, or under this direction and/or control, shall forthwith
permanently cease and desist from all commercial use of the Trade
Rights or any substantially or colorably similar intellectual property
rights.
(ii)The Sub-Adviser agrees that it will not use, in any marketing
materials, the name of the Funds or VKAM or any information related to
the Funds without the prior written consent of VKAM, which consent
shall not be unreasonably withheld; notwithstanding the foregoing, the
Sub-Adviser may, for the duration of this Agreement and without the
consent of the Funds or VKAM, refer in marketing materials to the fact
that the Sub-Adviser is the sub-adviser to the Funds.
(iii) The Sub-Adviser will provide reasonable assistance in the
promotion of the Funds, including but, not limited to, internal
wholesaler calls, periodic meetings with third party intermediaries,
and prompt review of marketing materials.
(i) Exclusivity
For the duration of this Agreement, the Sub-Adviser will not advise or
sub-advise any investment company registered under Section 8(b) of the
Investment Company Act, 15 U.S.C. Section 80a-8(b), or series thereof, unless
such investment company, or series thereof, also has a portion of its assets
managed by an entity that is not affiliated with the Sub-Adviser.
(j) Duration of Agreement
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(i) This Agreement, unless terminated pursuant to paragraph (ii),
(iii) or (iv) below, shall continue in effect for two years from the
date hereof, and thereafter shall continue in effect from year to
year, provided that its continued applicability is specifically
approved at least annually by the Board or by a vote of the holders of
a majority of the outstanding shares of the appropriate Funds. In
addition, such continuation shall be approved by vote of a majority of
the Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval. As used in this paragraph, the
term "interested person" shall have the same meaning as set forth in
the Investment Company Act.
(ii) This Agreement may be terminated by sixty (60) days' written
notice by either VKAM or the Sub-Adviser to the other party. The
Agreement may also be terminated at any time, without the payment of
any penalty, with respect to one or more Funds (by vote of the
Trustees or, by the vote of a majority of the outstanding voting
securities of such Fund(s)), on sixty (60) days' written notice to
both VKAM and the Sub-Adviser. This Agreement shall automatically
terminate in the event of the termination of the investment advisory
agreement between VKAM and the Trust.
(iii) This Agreement shall terminate in the event of its assignment.
The term "assignment" for this purpose shall have the same meaning set
forth in Section 2(a)(4) of the Investment Company Act.
(iv) This Agreement shall terminate forthwith by notice in writing on
the happening of any of the following events:
(1) If VKAM or the Sub-Adviser shall go into liquidation (except
a voluntary liquidation for the purpose of and followed by a bona
fide reconstruction or amalgamation upon terms previously
approved in writing by the party not in liquidation) or if a
receiver or both receiver and manager of any of the assets of
either of them is appointed; or
(2) If either of the parties hereto shall commit any breach of
the provisions hereof and shall not have remedied such breach
within 30 days after the service of notice by the party not in
breach on the other requiring the same to be remedied.
(v) Termination shall be without prejudice to the completion of any
transactions which the Sub-Adviser shall have committed to on behalf
of the Funds prior to the time of termination. The Sub-Adviser shall
not effect, and the Trust shall not be entitled to instruct the
Sub-Adviser to effect, any further transactions on behalf of the Funds
subsequent to the time termination takes effect.
(vi) On the termination of this Agreement and completion of all
matters referred to in the foregoing paragraph (v), the Sub-Adviser
shall deliver or cause to be delivered to the Trust copies of all
documents, records and books of the Trust required to be maintained
pursuant to Rules 31a-1 or 31a-2 under the Investment Company Act
which are in the Sub-Adviser's possession, power or control and which
are valid and in force at the date of termination.
(k) Notices
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Any notice, request, instruction, or other document to be given under this
Agreement by any party hereto to the other parties shall be in writing and, if
other than routine business correspondence, delivered by (1) confirmed
facsimile, (2) registered or certified mail or United States Postal Service
Express Mail(R), (3) a nationally recognized overnight courier; or (4) hand.
Such writing shall be addressed to a party as set forth below, or to such other
address as a party may from time to time designate in any notice. Any notice
given hereunder shall be effective upon receipt.
If to the Trust to:
Xxx Xxxxxx Partners Trust
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Secretary
If to the Sub-Adviser to:
X'Xxxxxxxxxxx Asset Management, L.L.C.
Six Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xx. Xxxxxxxxxxx X. Xxxxxxxx, President
with a copy in like manner to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000-0000
If to VKAM, to:
Xxx Xxxxxx Asset Management
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Secretary
(l) Choice of Law
This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of the United
States and the State of New York, without regard to the conflicts of laws
principles thereof.
(m) Miscellaneous
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
and the same document. Each party to this Agreement may execute and deliver this
Agreement by an executed signature page transmitted by facsimile or electronic
mail, and the same shall constitute an original for all purposes. To the extent
that any provision of this Agreement is prohibited or ineffective under
applicable law, this Agreement shall be considered amended to the minimum extent
possible in order to make the Agreement effective under applicable law (and, if
the applicable law is subsequently amended or interpreted in such manner as to
make effective any provision of this Agreement that was formerly rendered
invalid, such provision shall automatically be considered to be valid from the
effective date of such amendment or interpretation. Each
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party hereby irrevocably consents and submits to the exclusive personal
jurisdiction of the state and federal courts located in the County of New York,
State of New York in the event of any dispute with respect to the subject matter
of this Agreement or the validity or interpretation hereof. Trial by jury in any
action, proceeding or counterclaim arising hereunder or with respect hereto is
hereby waived. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof. This Agreement may not be modified,
nor any term or condition hereof waived, except in a writing signed by the party
sought to be charged therewith.
(n) Limited Liability
Notwithstanding anything to the contrary contained in this Agreement, the
Sub-Adviser acknowledges and agree that, with respect to the Funds organized as
series of the Trust, as provided by the applicable Agreement and Declaration of
Trust of the Trust, this Agreement is executed by the Trustees of the Trust
and/or officers of the Funds by them not individually but as such Trustees
and/or officers, and the obligations of the Funds hereunder are not binding upon
any of the Trustees, officers or shareholders individually, but bind only the
trust estate.
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(o) IN WITNESS WHEREOF, the Agreement has been executed as of the date
first above given.
XXX XXXXXX PARTNERS TRUST, ON
BEHALF OF EACH FUND
By:
---------------------------------
Name:
Title:
XXX XXXXXX ASSET MANAGEMENT X'XXXXXXXXXXX ASSET MANAGEMENT,
L.L.C.
By: By:
--------------------------------- ------------------------------------
Name: Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Title: President
SCHEDULE A
Series:
Xxx Xxxxxx X'Xxxxxxxxxxx All Cap Core Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Large Cap Growth Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Enhanced Dividend Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Small/Mid Cap Growth Fund
Xxx Xxxxxx X'Xxxxxxxxxxx International Fund
Xxx Xxxxxx X'Xxxxxxxxxxx Global Fund
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SCHEDULE B
Compensation:
For services provided, the Sub-Adviser will receive one half of the net advisory
fee received by the Adviser, taking into account any waivers then in effect,
payable monthly in arrears by the 10th day after the month end.
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