XXXX XXXXXXX DECLARATION TRUST
Xxxx Xxxxxxx V.A. International Fund
Sub-Investment Management Contract
Dated January 1, 2000
XXXX XXXXXXX ADVISERS, INC.
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXX XXXXXXX DECLARATION TRUST
- Xxxx Xxxxxxx V.A. International Fund
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
INDOCAM INTERNATIONAL INVESTMENT SERVICES
00 Xxxxxxxxx Xxxxxxx
Xxxxx, XXXXXX 00000
Sub-Investment Management Contract
Ladies and Gentlemen:
Xxxx Xxxxxxx Declaration Trust (the "Trust") has been
organized as a business trust under the laws of The Commonwealth
of Massachusetts to engage in the business of an investment
company. The Trust's shares of beneficial interest may be
classified into series, each series representing the entire
undivided interest in a separate portfolio of assets. Series may
be established or terminated from time to time by action of the
Board of Trustees of the Trust. As of the date hereof, the Trust
has fourteen series of shares, representing interests in Xxxx
Xxxxxxx V.A. Bond Xxxx, Xxxx Xxxxxxx V.A. Large Cap Growth Xxxx,
Xxxx Xxxxxxx V.A. Small Cap Growth Xxxx, Xxxx Xxxxxxx V.A. 500
Index Xxxx, Xxxx Xxxxxxx V.A. Financial Industries Xxxx, Xxxx
Xxxxxxx V.A. Large Cap Value Xxxx, Xxxx Xxxxxxx V.A. High Yield
Bond Xxxx, Xxxx Xxxxxxx V.A. Core Equity Xxxx, Xxxx Xxxxxxx V.A.
International Xxxx, Xxxx Xxxxxxx V.A. Money Market Xxxx, Xxxx
Xxxxxxx V.A. Regional Bank Xxxx, Xxxx Xxxxxxx V.A. Sovereign
Investors Xxxx, Xxxx Xxxxxxx V.A. Mid Cap Growth Fund, and Xxxx
Xxxxxxx V.A. Strategic Income Fund.
The Board of Trustees of the Trust (the "Trustees") has
selected Xxxx Xxxxxxx Advisers, Inc. (the "Adviser") to provide
overall investment advice and management for the Xxxx Xxxxxxx
V.A. International Fund (the "Fund"), and to provide certain
other services, under the terms and conditions provided in the
Investment Management Contract, dated August 29, 1996, between
the Trust, the Fund and the Adviser (the "Investment Management
Contract").
The Adviser and the Trustees have selected Indocam
International Investment Services (the "Sub-Adviser") to provide
the Adviser and the Fund with the advice and services set forth
below, and the Sub-Adviser is willing to provide such advice and
services, subject to the review of the Trustees and overall
supervision of the Adviser, under the terms and conditions
hereinafter set forth. The Sub-Adviser hereby represents and
warrants that it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. Accordingly, the
Trust, on behalf of the Fund, and the Adviser agree with the Sub-
Adviser as follows:
1. Delivery of Documents. The Trust has furnished the
Sub-Adviser with copies, properly certified or otherwise
authenticated, of each of the following:
(a) Declaration of Trust of the Trust, dated November 15,
1995, as amended from time to time (the "Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees approving the form of this
Agreement by and among the Adviser, the Sub-Adviser and the
Trust, on behalf of the Fund;
(d) Resolutions of the Trustees selecting the Adviser as
investment adviser for the Fund and approving the form of the
Investment Management Contract;
(e) the Investment Management Contract;
(f) the Fund's portfolio compliance checklists;
(g) the Fund's current Registration Statement, including
the Fund's Prospectus and Statement of Additional Information;
and
(h) the Fund's Code of Ethics.
The Trust will furnish to the Sub-Adviser from time to time
copies, properly certified or otherwise authenticated, of all
amendments of or supplements to the foregoing, if any.
2. Investment Services. The Sub-Adviser will use its best
efforts to provide to the Fund continuing and suitable investment
advice with respect to investments, consistent with the
investment policies, objectives and restrictions of the Fund as
set forth in the Fund's Prospectus and Statement of Additional
Information. In the performance of the Sub-Adviser's duties
hereunder, subject always (x) to the provisions contained in the
documents delivered to the Sub-Adviser pursuant to Section 1, as
each of the same may from time to time be amended or
supplemented, and (y) to the limitations set forth in the
Registration Statement of the Trust, on behalf of the Fund, as in
effect from time to time under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended (the
"1940 Act"), the Sub-Adviser will have investment discretion with
respect to the Fund and will, at its own expense:
(a) furnish the Adviser and the Fund with advice and
recommendations, consistent with the investment policies,
objectives and restrictions of the Fund as set forth in the
Fund's Prospectus and Statement of Additional Information, with
respect to the purchase, holding and disposition of portfolio
securities including the purchase and sale of options;
(b) furnish the Adviser and the Fund with advice as to the
manner in which voting rights, subscription rights, rights to
consent to corporate action and any other rights pertaining to
the Fund's assets shall be exercised, the Fund having the
responsibility to exercise such voting and other rights;
(c) furnish the Adviser and the Fund with research,
economic and statistical data in connection with the Fund's
investments and investment policies;
(d) submit such reports relating to the valuation of the
Fund's securities as the Trustees may reasonably request;
(e) subject to prior consultation with the Adviser, engage
in negotiations relating to the Fund's investments with issuers,
investment banking firms, securities brokers or dealers and other
institutions or investors;
(f) consistent with provisions of Section 7 of this
Agreement, place orders for the purchase, sale or exchange of
portfolio securities with brokers or dealers selected by the
Adviser or the Sub-Adviser, provided that in connection with the
placing of such orders and the selection of such brokers or
dealers the Sub-Adviser shall seek to obtain execution and
pricing within the policy guidelines determined by the Trustees
and set forth in the Prospectus and Statement of Additional
Information of the Fund as in effect and furnished to the Sub-
Adviser from time to time;
(g) from time to time or at any time requested by the
Adviser or the Trustees, make reports to the Adviser or the Trust
of the Sub-Adviser's performance of the foregoing services;
(h) subject to the supervision of the Adviser, maintain all
books and records with respect to the Fund's securities
transactions required by the 1940 Act, and preserve such records
for the periods prescribed therefor by the 1940 Act (the Sub-
Adviser agrees that such records are the property of the Trust
and copies will be surrendered to the Trust promptly upon request
therefor);
(i) give instructions to the Fund's custodian as to
deliveries of securities to and from such custodian and transfer
of payment of cash for the account of the Fund, and advise the
Adviser on the same day such instructions are given; and
(j) cooperate generally with the Fund and the Adviser to
provide information necessary for the preparation of registration
statements and periodic reports to be filed with the Securities
and Exchange Commission, including Form N-1A, periodic
statements, shareholder communications and proxy materials
furnished to holders of shares of the Fund, filings with state
"blue sky" authorities and with United States agencies
responsible for tax matters, and other reports and filings of
like nature.
3. Expenses Paid by the Sub-Adviser. The Sub-Adviser will pay
the cost of maintaining the staff and personnel necessary for it
to perform its obligations under this Agreement, the expenses of
office rent, telephone, telecommunications and other facilities
it is obligated to provide in order to perform the services
specified in Section 2, and any other expenses incurred by it in
connection with the performance of its duties hereunder.
4. Expenses of the Fund Not Paid by the Sub-Adviser. The
Sub-Adviser will not be required to pay any expenses which this
Agreement does not expressly make payable by the Sub-Adviser. In
particular, and without limiting the generality of the foregoing
but subject to the provisions of Section 3, the Sub-Adviser will
not be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of
independent advisers, independent contractors, consultants,
managers and other agents employed by the Trust or the Fund other
than through the Sub-Adviser;
(b) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(c) the fees and disbursements of custodians and
depositories of the Trust or the Fund's assets, transfer agents,
disbursing agents, plan agents and registrars;
(d) taxes and governmental fees assessed against the Trust
or the Fund's assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Trust or the Fund except that the Sub-Adviser
shall bear the costs of providing the information referred to in
Section 2(j) to the Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset
value of the shares of the Fund.
5. Compensation of the Sub-Adviser. For all services to be
rendered, facilities furnished and expenses paid or assumed by
the Sub-Adviser as herein provided for the Fund, the Adviser will
pay the Sub-Adviser quarterly, in arrears, a fee at the annual
rate of 55% of the investment advisory fee received by the
Adviser.
The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or
otherwise consistent with the 1940 Act and the regulations
promulgated thereunder. The Sub-Adviser will receive a pro rata
portion of such fee for any periods in which the Sub-Adviser
advises the Fund less than a full quarter. The Fund shall not be
liable to the Sub-Adviser for the Sub-Adviser's compensation
hereunder. Calculations of the Sub-Adviser's fee will be based
on average net asset values as provided by the Adviser.
In addition to the foregoing, the Sub-Adviser may from time
to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion
thereof would otherwise accrue) and/or undertake to pay or
reimburse the Fund for all or a portion of its expenses not
otherwise required to be borne or reimbursed by it. Any such fee
reduction or undertaking may be discontinued or modified by the
Sub-Adviser at any time.
6. Other Activities of the Sub-Adviser and Its Affiliates.
Nothing herein contained shall prevent the Sub-Adviser or any
associate of the Sub-Adviser from engaging in any other business
or from acting as investment adviser or investment manager for
any other person or entity, understood that officers, directors
and employees of the Sub-Adviser or its affiliates may continue
to engage in providing portfolio management services and advice
to other investment companies, whether or not registered, to
other investment advisory clients of the Sub-Adviser or its
affiliates and to said affiliates themselves.
7. Avoidance of Inconsistent Position. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither the Sub-Adviser nor any of its investment
management subsidiaries nor any of such investment management
subsidiaries' directors, officers or employees will act as
principal or agent or receive any commission, except as may be
permitted by the 1940 Act and rules and regulations promulgated
thereunder. The Sub-Adviser shall not knowingly recommend that
the Fund purchase, sell or retain securities of any issuer in
which the Sub-Adviser has a financial interest without obtaining
prior approval of the Adviser prior to the execution of any such
transaction.
Nothing herein contained shall limit or restrict the
Sub-Adviser or any of its officers, affiliates or employees from
buying, selling or trading in any securities for its or their own
account or accounts. The Trust and Fund acknowledge the
Sub-Adviser and its officers, affiliates, and employees, and its
other clients may at any time have, acquire, increase, decrease
or dispose of positions in investments which are at the same time
being acquired or disposed of hereunder. The Sub-Adviser shall
have no obligation to acquire with respect to the Fund, a
position in any investment which the Sub-Adviser, its officers,
affiliates or employees may acquire for its or their own accounts
or for the account of another client, if in the sole discretion
of the Sub-Adviser, it is not feasible or desirable to acquire a
position in such investment on behalf of the Fund. Nothing
herein contained shall prevent the Sub-Adviser from purchasing or
recommending the purchase of a particular security for one or
more funds or clients while other funds or clients may be selling
the same security.
8. No Partnership or Joint Venture. The Trust, the Fund, the
Adviser and the Sub-Adviser are not partners of or joint
venturers with each other and nothing herein shall be construed
so as to make them such partners or joint venturers or impose any
liability as such on any of them.
9. Name of the Trust and the Fund. The Trust and the Fund may
use the name "Xxxx Xxxxxxx" or any name or names derived from or
similar to the names "Xxxx Xxxxxxx Advisers, Inc." or "Xxxx
Xxxxxxx Mutual Life Insurance Company" only for so long as this
Agreement remains in effect. At such time as this Agreement
shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such a name or any
other name indicating that the Fund is advised by or otherwise
connected with the Adviser. The Fund acknowledges that it has
adopted the name Xxxx Xxxxxxx V.A. International Fund through
permission of Xxxx Xxxxxxx Mutual Life Insurance Company, a
Massachusetts insurance company, and agrees that Xxxx Xxxxxxx
Mutual Life Insurance Company reserves to itself and any
successor to its business the right to grant the nonexclusive
right to use the name "Xxxx Xxxxxxx" or any similar name or names
to any other corporation or entity, including but not limited to
any investment company of which Xxxx Xxxxxxx Mutual Life
Insurance Company or any subsidiary or affiliate thereof shall be
the investment adviser.
10. Limitation of Liability of Sub-Adviser. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust or the Fund or the Adviser
in connection with the matters to which this Agreement relates,
except 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 by it of its obligations
and duties under this Agreement. Any person, even though also
employed by the Sub-Adviser, who may be or become an employee of
and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to
be acting in such employment solely for the Trust or the Fund and
not as the Sub-Adviser's employee or agent.
11. Duration and Termination of this Agreement. This Agreement
shall remain in force until June 30, 2001, and from year to year
thereafter, but only so long as such continuance is specifically
approved at least annually by (a) a majority of the Trustees who
are not interested persons of the Adviser, the Sub-Adviser, or
(other than as Board members) of the Trust or the Fund, cast in
person at a meeting called for the purpose of voting on such
approval, and (b) either (i) the Trustees or (ii) a majority of
the outstanding voting securities of the Fund. This Agreement
may, on 60 days' written notice, be terminated at any time
without the payment of any penalty by the Trust or the Fund by
vote of a majority of the outstanding voting securities of the
Fund, by the Trustees, the Adviser or the Sub-Adviser.
Termination of this Agreement with respect to the Fund shall not
be deemed to terminate or otherwise invalidate any provisions of
any contract between the Sub-Adviser and any other series of the
Trust. This Agreement shall automatically terminate in the event
of its assignment or upon termination of the Investment
Management Contract. In interpreting the provisions of this
Section 11, the definitions contained in Section 2(a) of the 1940
Act (particularly the definitions of "assignment," "interested
person" or "voting security"), shall be applied.
12. Amendment of this Agreement. No provision 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, transfer, assignment, sale,
hypothecation or pledge of this Agreement shall be effective
until approved by (a) the Trustees, including a majority of the
Trustees who are not interested persons of the Adviser, the Sub-
Adviser, or (other than as Board members) of the Trust or the
Fund, cast in person at a meeting called for the purpose of
voting on such approval, and (b) a majority of the outstanding
voting securities of the Fund, as defined in the 1940 Act.
13. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of
Massachusetts.
14. Severability. The provisions of this Agreement are
independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may
be deemed invalid or unenforceable in whole or in part.
15. Miscellaneous. (a) The captions in this Agreement are
included for convenience of reference only and in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument. The name Xxxx Xxxxxxx Declaration
Trust is the designation of the Trustees under the Declaration of
Trust dated November 15, 1995, as amended from time to time. The
Declaration of Trust has been filed with the Secretary of The
Commonwealth of Massachusetts. The obligations of the Trust and
the Fund are not personally binding upon, nor shall resort be had
to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Fund, but only the Fund's
property shall be bound. The Trust or the Fund shall not be
liable for the obligations of any other series of the Trust.
(b) Any information supplied by the Sub-Adviser, which is not
otherwise in the public domain, in connection with the
performance of its duties hereunder is to be regarded as
confidential and for use only by the Fund and/or its agents, and
only in connection with the Fund and its investments.
Yours very truly,
XXXX XXXXXXX DECLARATION TRUST
on behalf of Xxxx Xxxxxxx V.A.
International Fund
By:
______________________________________
President
The foregoing contract
is hereby agreed to as
of the date hereof.
XXXX XXXXXXX ADVISERS, INC.
By: ______________________________________
President
INDOCAM INTERNATIONAL INVESTMENT SERVICES
By: ____________________________
Name:
Title:
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