Exhibit (d)(17)
SUB-ADVISORY AGREEMENT
(International Equity Fund)
AGREEMENT made as of October 13, 2000 between Firstar Investment
Research & Management Company, LLC ("FIRMCO"), a Wisconsin corporation (the
"Adviser"), and ▇▇▇▇ ▇▇▇▇▇▇ Inc., a New York corporation ("Sub-Adviser").
WHEREAS, Mercantile Mutual Funds, Inc. (the "Fund") is registered as
an open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Adviser has been appointed investment adviser to the
Fund's International Equity Portfolio (the "Portfolio");
WHEREAS, the Adviser previously has retained Sub-Adviser to assist it
in the provision of a continuous investment program for the Portfolio;
WHEREAS, the Board of Directors of the Fund has approved this
Agreement, subject to approval by the shareholders of the Portfolio, and Sub-
Adviser is willing to furnish such services upon the terms and conditions herein
set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints Sub-Adviser to act as
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sub-advisor to the Portfolio as permitted by the Adviser's Advisory Agreement
with the Fund pertaining to the Portfolio. Intending to be legally bound, Sub-
Adviser accepts such appointment and agrees to render the services herein set
forth for the compensation herein provided.
2. Sub-Advisory Services. Subject to the supervision of the Fund's
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Board of Directors, Sub-Adviser will assist the Adviser in providing a
continuous investment program for the Portfolio, including investment research
and management with respect to all securities and investments and cash
equivalents in the Portfolio. Sub-Adviser will provide services under this
Agreement in accordance with the Portfolio's investment objective, policies and
restrictions as stated in the Portfolio's prospectus and resolutions of the
Fund's Board of Directors applicable to the Portfolio.
Without limiting the generality of the foregoing, Sub-Adviser further
agrees that it:
(a) will prepare, subject to the Adviser's approval, lists of
foreign countries for investment by the Portfolio and determine from
time to time what securities and other investments will be purchased,
retained or sold for the Portfolio, including, with the assistance of
the Adviser, the Portfolio's investments in futures and forward
currency contracts;
(b) will manage in consultation with the Adviser the Portfolio's
temporary investments in securities;
(c) will place orders pursuant to its investment determinations
for the Portfolio either directly with the issuer or with any broker
or dealer;
(d) will not purchase shares of the Portfolio for itself or for
accounts with respect to which it exercises sole investment discretion
in connection with such transactions except as permitted by the Fund's
Board of Directors or by federal, state and local law;
(e) will manage the Portfolio's overall cash position, and
determine from time to time what portion of the Portfolio's assets
will be held in different currencies;
(f) will provide the Adviser with foreign broker research, a
quarterly review of international economic and investment
developments, and occasional "White Papers" on international
investment issues;
(g) will attend regular business and investment-related meetings
with the Fund's Board of Directors and the Adviser if requested to do
so by the Fund and/or the Adviser; and
(h) will maintain books and records with respect to the
securities transactions for the Portfolio, furnish to the Adviser and
the Fund's Board of Directors such periodic and special reports as
they may request with respect to the Portfolio, and provide in advance
to the Adviser all reports to the Board of Directors for examination
and review within a reasonable time prior to the Fund's Board
meetings.
3. Covenants by Sub-Adviser. Sub-Adviser agrees with respect to the
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services provided to the Portfolio that it:
(a) will conform with all Rules and Regulations of the
Securities and Exchange Commission;
(b) will telecopy trade information to the Adviser on the first
business day following the day of the trade and cause broker
confirmations to be sent directly to the Adviser; and
(c) will treat confidentially and as proprietary information of
the Fund all records and other information relative to the Fund and
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 the Fund, which approval shall not be
unreasonably withheld and may not be withheld and will be deemed
granted where Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to
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comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund).
4. Services Not Exclusive. The services furnished by Sub-Adviser
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hereunder are deemed not to be exclusive, and nothing in this Agreement shall
(i) prevent Sub-Adviser or any affiliated person (as defined in the ▇▇▇▇ ▇▇▇) of
Sub-Adviser from acting as investment adviser or manager for any other person or
persons, including other management investment companies with investment
objectives and policies the same as or similar to those of the Portfolio or (ii)
limit or restrict Sub-Adviser or any such affiliated person from buying, selling
or trading any securities or other investments (including any securities or
other investments which the Portfolio is eligible to buy) for its or their own
accounts or for the accounts of others for whom it or they may be acting;
provided, however, that Sub-Adviser agrees that it will not undertake any
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activities which, in its reasonable judgment, will adversely affect the
performance of its obligations to the Portfolio under this Agreement.
5. Portfolio Transactions. Investment decisions for the Portfolio
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shall be made by Sub-Adviser independently from those for any other investment
companies and accounts advised or managed by Sub-Adviser. The Portfolio and such
investment companies and accounts may, however, invest in the same securities.
When a purchase or sale of the same security is made at substantially the same
time on behalf of the Portfolio and/or another investment company or account,
the transaction will be averaged as to price, and available investments
allocated as to amount, in a manner which Sub-Adviser believes to be equitable
to the Portfolio and such other investment company or account. In some
instances, this investment procedure may adversely affect the price paid or
received by the Portfolio or the size of the position obtained or sold by the
Portfolio. To the extent permitted by law, Sub-Adviser may aggregate the
securities to be sold or purchased for the Portfolio with those to be sold or
purchased for other investment companies or accounts in order to obtain best
execution.
Sub-Adviser shall place orders for the purchase and sale of portfolio
securities and will solicit broker-dealers to execute transactions in accordance
with the Portfolio's policies and restrictions regarding brokerage allocations.
Sub-Adviser shall place orders pursuant to its investment determinations for the
Portfolio either directly with the issuer or with any broker or dealer selected
by Sub-Adviser. In executing portfolio transactions and selecting brokers or
dealers, Sub-Adviser shall use its reasonable best efforts to seek the most
favorable execution of orders, after taking into account all factors Sub-Adviser
deems relevant, including the breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. Consistent with this obligation,
Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio
securities to and from brokers and dealers who provide brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934) to or for the benefit of the Portfolio and/or other accounts over which
Sub-Adviser or any of its affiliates exercises investment discretion. Sub-
Adviser is authorized to pay to a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for the
Portfolio which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Sub-Adviser
determines in good faith that such 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 Sub-
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Adviser's overall responsibilities to the Portfolio and to the Fund. In no
instance will portfolio securities be purchased from or sold to the Adviser,
Sub-Adviser, or the Portfolio's principal underwriter, or any affiliated person
thereof except as permitted by the Securities and Exchange Commission.
6. Books and Records. In compliance with the requirements of Rule
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31a-3 under the 1940 Act, Sub-Adviser hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's request. Sub-
Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
7. Expenses. During the term of this Agreement, Sub-Adviser will pay
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all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased for the Portfolio.
8. Compensation.
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(a) For the services provided and the expenses assumed with respect
to the Portfolio pursuant to this Agreement, Sub-Adviser will be entitled to a
fee, computed daily and payable monthly, from Adviser, calculated at the annual
rate of .75% of the first $50 million of the Portfolio's average daily net
assets, plus .50% of the next $50 million of average daily net assets, plus .25%
of average daily net assets in excess of $100 million.
(b) If the Adviser reimburses the Fund, pursuant to Section 8(b) of
the Advisory Agreement, with respect to the Portfolio, Sub-Adviser will bear its
share of the amount of such reimbursement by waiving fees otherwise payable to
it hereunder on a proportionate basis to be determined by comparing the
aggregate fees otherwise payable to it hereunder with respect to the Portfolio
to the aggregate fees otherwise payable by the Fund to the Adviser under the
Advisory Agreement with respect to the Portfolio.
9. Standard of Care; Limitation of Liability. Sub-Adviser shall
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exercise due care and diligence and use the same skill and care in providing its
services hereunder as it uses in providing services to other investment
companies, but shall not be liable for any action taken or omitted by Sub-
Adviser in the absence of bad faith, willful misconduct, gross negligence or
reckless disregard of its duties.
10. Reference to Sub-Adviser. Neither the Adviser nor any affiliate
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or agent of it shall make reference to or use the name of Sub-Adviser or any of
its affiliates, or any of their clients, except references concerning the
identity of and services provided by Sub-Adviser to the Portfolio, which
references shall not differ in substance from those included in the current
registration statement pertaining to the Portfolio, this Agreement and the
Advisory Agreement between the Adviser and the Fund with respect to the
Portfolio, in any advertising or promotional materials without the prior
approval of Sub-Adviser, which approval shall not be unreasonably withheld or
delayed. The Adviser hereby agrees to make all reasonable efforts to cause the
Fund and any affiliate thereof to satisfy the foregoing obligation.
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11. Duration and Termination. This Agreement shall become effective
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upon its approval by the shareholders of the Portfolio in accordance with the
terms of the 1940 Act. Unless sooner terminated as provided herein, this
Agreement shall continue until January 31, 2002, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Fund's Board of Directors or vote
of the lesser of (a) 67% of the shares of the Portfolio represented at a meeting
if holders of more than 50% of the outstanding shares of the Portfolio are
present in person or by proxy or (b) more than 50% of the outstanding shares of
the Portfolio, provided that in either event its continuance also is approved by
a majority of the Fund's Directors who are not "interested persons" (as defined
in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable at any time without penalty, on 60 days' notice, by the Adviser, Sub-
Adviser or by the Fund's Board of Directors or by vote of the lesser of (a) 67%
of the shares of the Portfolio represented at a meeting if holders of more than
50% of the outstanding shares of the Portfolio are present in person or by proxy
or (b) more than 50% of the outstanding shares of the Portfolio. This Agreement
will terminate automatically in the event of its assignment (as defined in the
1940 Act).
12. Amendment of this Agreement. No provision of this Agreement may
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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. No amendment of this Agreement shall be
effective with respect to the Portfolio until approved by the vote of a majority
of the outstanding voting securities of the Portfolio.
13. Notice. Any notice, advice or report to be given pursuant to
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this Agreement shall be delivered or mailed:
To Sub-Adviser at:
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Adviser at:
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One Firstar Plaza
7th and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To the Fund at:
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c/o W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
One ▇▇▇▇▇ Square
▇▇/▇▇/ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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14. Miscellaneous. The captions in this Agreement are included for
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convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made 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 and shall be governed by
Maryland law.
15. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
FIRSTAR INVESTMENT RESEARCH &
MANAGEMENT COMPANY, LLC
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ INC.
Attest:
signature illegible By: signature illegible
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