EX-99.B(d)wrfsubadv
SUBADVISORY CONTRACT
This agreement is made as of _____________________ by and between
Xxxxxxx & Xxxx Investment Management Company, a corporation organized under
the laws of the state of Kansas (the "Adviser"), and Gartmore Xxxxxx
Capital Management, Inc., a corporation organized under the laws of
_____________ (the "Sub-Advisor"), on behalf of W&R Capital ProtectionPlus
Fund (the "Portfolio"), a series of W&R Funds, Inc. (the "Investment
Company").
Recitals
A. The Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act").
B. The Sub-Advisor is an investment adviser registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and has
made all required filings under all applicable state securities laws.
C. The Adviser is employed by the Investment Company to act as
investment adviser for and to manage, or arrange for the management of, the
investment and reinvestment of the assets of the Portfolio, to the extent
requested by and subject to the supervision and control of, the Board of
Directors of the Investment Company (the "Board").
D. The Adviser desires to retain the Sub-Advisor to render
investment advisory services to the Portfolio.
E. The Sub-Advisor is willing to provide investment advisory
services to the Portfolio, in the manner and on the terms and conditions
set forth below.
Agreement
In consideration of the premises and mutual agreements herein
contained, it is agreed between the parties as follows:
ARTICLE 1
Duties of the Sub-Advisor
1.1 The Adviser hereby appoints the Sub-Advisor to manage the
investment and reinvestment of the assets of the Portfolio entrusted to the
Sub-Advisor hereunder, to the extent requested by and subject to the
supervision and control of the Adviser and the Board for the period and
upon the terms herein set forth, and the Sub-Advisor accepts such
appointment.
1.2 The Sub-Advisor is hereby authorized and directed and hereby
agrees, in accordance with the Sub-Advisor's best judgment and subject to
the stated investment objectives, policies and restrictions of the
Portfolio as set forth in the current prospectus and statement of
additional information of the Portfolio (including all amendments thereto)
and in accordance with the Investment Company's Articles of Incorporation
and Bylaws (collectively, the "Fund Documents"), the 1940 Act and the
provisions of the Internal Code of Revenue of 1986, as amended (the
"Code"), relating to regulated investment companies and subject to such
resolutions as from time to time may be adopted by the Board and to all
guidelines, policies and procedures otherwise adopted by the Investment
Company or the Adviser applicable to the Portfolio to develop, recommend
and implement such investment program and strategy for the Portfolio as may
from time to time be most appropriate to the achievement of the investment
objectives of the Portfolio as stated in the aforesaid prospectus, to
provide research and analysis relative to the investment program and
investments of the Portfolio, to determine what securities and other
financial instruments should be purchased and sold, to monitor on a
continuing basis the performance of the securities and other financial
instruments held by the Portfolio, and, at Sub-Advisor's expense, to
provide or obtain such services as may be necessary in managing, acquiring
or disposing of said investments.
1.3 In connection with its authority and responsibility under Section
1.2 of this Agreement, the Sub-Advisor, at its expense, will identify
issuers of wrap contracts and will, on behalf of the Portfolio, negotiate
the terms of each wrap contract proposed to be entered into by the
Investment Company with respect to the Portfolio (each, a " Proposed Wrap
Contract"). The Sub-Advisor will use its best efforts to obtain the most
favorable terms for the Portfolio in each Proposed Wrap Contract. The Sub-
Advisor will provide to WRIMCO, for WRIMCO's prior review, each Proposed
Wrap Contract which the Sub-Advisor has negotiated and proposes to present
to the Board for approval. The Sub-Advisor will manage the Portfolio's
assets in accordance the requirements of each wrap contract entered into by
the Fund and in effect with respect to the Portfolio (each, a "Wrap
Contract").
1.4 The Sub-Advisor, at its expense, will make available to the Board
and the Adviser, at reasonable times, its portfolio managers and other
appropriate personnel in order to review investment policies of the
Portfolio and to consult with the Board and the Adviser regarding the
investment affairs of the Portfolio, including economic, statistical and
investment matters relevant to the Sub-Advisor's duties hereunder, and will
provide the Board or the Adviser periodic reports relating to the
investment analysis and portfolio strategies it employs, including periodic
reports on the investment performance of the Portfolio. The Sub-Advisor
will supply such additional reports and information as the Investment
Company's officers or Board shall reasonably request.
1.5 The Sub-Advisor will comply with all reasonable requests of the
Adviser or the Investment Company for information, including information
required in connection with the Investment Company's filings with the
Securities and Exchange Commission (the "SEC") and state securities
commissions. In particular, and without limiting the scope of the preceding
sentence, the Sub-Advisor will maintain such disclosure controls and
procedures, and upon written request of the Adviser will provide such
certifications to the Investment Company or the Investment Company's
officers, as may be reasonable and appropriate to facilitate the Investment
Company's compliance with applicable regulatory requirements, including
those imposed under the Xxxxxxxx-Xxxxx Act of 2002, with respect to the
Portfolio.
1.6 The Sub-Advisor will place all orders pursuant to its investment
determinations for the Portfolio either directly with the issuer or through
broker-dealers selected by Sub-Advisor, except when the Board specifically
directs otherwise. In the selection of broker-dealers and the placement of
orders for the purchase and sale of investments for the Portfolio, the Sub-
Advisor shall use its best efforts to obtain for the Portfolio the most
favorable price and execution available, except to the extent it may be
permitted to pay higher brokerage commissions for brokerage and research
services as described below. In using its best efforts to obtain the most
favorable price and execution available, the Sub-Advisor, bearing in mind
the Portfolio's best interests at all times, shall consider all factors it
deems relevant, including by way of illustration: price, the size of the
transaction, the nature of the market for the security, the amount of the
commission and dealer's spread or xxxx-up, the timing of the transaction
taking into account market prices and trends, the reputation, experience
and financial stability of the broker-dealer involved, the general
execution and operational facilities of the broker-dealer and the quality
of service rendered by the broker-dealer in other transactions. Subject to
such policies, which will be communicated to the Sub-Advisor, as the Board
may determine, the Sub-Advisor shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely
by reason of its having caused the Portfolio to pay a broker-dealer that
provides brokerage and research services to the Sub-Advisor an amount of
commission for effecting a portfolio investment transaction in excess of
the amount of commission another broker-dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in
terms of either that particular transaction or the Sub-Advisor's overall
responsibilities with respect to the Portfolio and to other clients of the
Sub-Adviser as to which the Sub-Advisor exercises investment discretion. In
no instance, however, will the Portfolio's assets be purchased or sold to
Sub-Advisor or any affiliated person of the Sub-Advisor, acting as
principal in the transaction, except to the extent permitted by the SEC and
the 1940 Act and as approved by the Adviser. Any such transactions shall be
reported quarterly to the Board.
1.7 In accordance with procedures adopted by the Board, as amended
from time to time, the Sub-Advisor will assist in the fair valuation of all
the securities and other financial instruments of the Portfolio, including
Wrap Contracts, and will, at the request of the Adviser, use its reasonable
efforts to arrange for the provision of a price or prices from one or more
parties independent of the Sub-Advisor for each portfolio security or
instrument for which the Portfolio or its agent does not obtain prices in
the ordinary course of business from an automated pricing service. The Sub-
Advisor will promptly notify the Adviser, in such manner and by such means
as the Sub-Advisor and Adviser shall agree, if the Sub-Advisor becomes
aware of any information relating to a security of financial instrument of
the Portfolio, or relating to the issuer of any such security or financial
instrument, that could materially affect the price of such security or
financial instrument.
1.8 The Sub-Advisor will manage the Portfolio's assets in a manner
consistent with initially achieving and, thereafter, maintaining the
Portfolio's status as a regulated investment company under Subchapter M of
the Code. The Sub-Advisor acknowledges that neither the Adviser nor its
employees shall be required to evaluate the merits of investment selections
or decisions made by the Sub-Advisor nor be required to approve the
selections or decisions, nor to confirm their compliance with applicable
investment policies and restrictions.
1.9 The Sub-Advisor shall furnish to the Board periodic reports on
the investment performance of the Portfolio and on the performance of the
Sub-Advisor's obligations under this Agreement and shall supply such
additional reports and information as the Investment Company's officers or
Board shall reasonably request.
1.10 The Sub-Advisor will advise the Adviser and, if instructed by the
Adviser, the Portfolio's custodian on a prompt basis each day by electronic
telecommunication of each confirmed purchase or sale of a portfolio
security specifying the name of the issuer, the full description of the
security including its class, amount or number of shares of the security
purchased or sold, the market price, the commission, government charges and
gross or net price, trade date, settlement date and identity of the
clearing broker.
1.11 The Sub-Advisor will review all proxy solicitation materials, and
be responsible for voting and handling all proxies, in relation to the
securities held in the Portfolio. The Adviser will instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Advisor. The Sub-Advisor shall maintain such
proxy voting policies and shall provide to the Adviser or Investment
Company such information about the Sub-Advisor's voting policies and its
actual voting of proxies with respect to securities held in the Portfolio
as may be reasonably necessary to facilitate the Investment Company's
compliance with applicable regulatory requirements regarding disclosure
with respect to proxy voting.
1.12 Nothing in this Agreement shall be implied to prevent (i) the
Adviser from engaging other sub-advisors to provide investment advice and
other services in relation to the Portfolio, or a portion of the Portfolio
assets, for which the Sub-Advisor does not provide such services, or to
prevent the Adviser from providing such services itself in relation to the
Portfolio; or (ii) the Sub-Advisor from providing investment advice and
other services to other funds or clients.
1.13 In the performance of its duties hereunder, the Sub-Advisor is
and shall be an independent contractor and except as expressly provided
herein or otherwise authorized in writing, shall have no authority to act
for or represent the Portfolio, the Investment Company, any other series of
the Portfolio or the Adviser in any way or otherwise be deemed to be an
agent of the Portfolio, the Investment Company, any other series of the
Portfolio or the Adviser.
ARTICLE 2
Representations, Warranties and Covenants
2.1 The Sub-Advisor hereby represents and warrants as follows:
(a) The Sub-Advisor is registered with the SEC as an investment
adviser under the Advisers Act, and such registration is current, complete
and in full compliance with all material applicable provisions of the
Advisers Act and the rules and regulations thereunder;
(b) The Sub-Advisor has all requisite authority to enter into,
execute, deliver and perform the Sub-Advisor's obligations under this
Agreement;
(c) The Sub-Advisor's performance of its obligations under this
Agreement does not conflict with any law, regulation or order to which the
Sub-Advisor is subject.
2.2 The Sub-Advisor hereby covenants and agrees that, so long as this
Agreement shall remain in effect:
(a) The Sub-Advisor shall maintain the Sub-Advisor's
registration as an investment adviser under the Advisers Act, and such
registration shall at all times remain current, complete and in full
compliance with all material applicable provisions of the Advisers Act and
the rules and regulations thereunder;
(b) The Sub-Advisor's performance of its obligations under this
Agreement shall not conflict with any law, regulation or order to which the
Sub-Advisor is then subject;
(c) The Sub-Advisor shall at all times comply with the Advisers
Act and the 1940 Act, and all rules and regulations thereunder, and all
other applicable laws and regulations, and the Fund Documents and with any
applicable procedures adopted by the Board;
(d) The Sub-Advisor shall promptly notify the Adviser and the
Board: (i) upon the occurrence of any event that under federal or state
securities laws might disqualify or (ii) prevent the Sub-Advisor from
performing its duties under this Agreement; if there are any changes
planned or made to the Sub-Advisor's ownership structure; or (iii) the Sub-
Advisor has become the subject of any adverse regulatory action imposed by
any regulatory body or self-regulatory organization. The Sub-Advisor
further agrees to promptly notify the Adviser of (iv) any pending
examination by a regulatory body or self-regulatory organization or of any
deficiency letter received by the Sub-Advisor from a regulatory body or
self-regulatory organization; or (v) any changes relating to the Sub-
Advisor or the provision of services by the Sub-Advisor that would be
required to be disclosed in the Fund Documents;
(e) The Sub-Advisor will treat as confidential and proprietary
any information or recommendation supplied by the Sub-Advisor in connection
with the performance of its obligations hereunder It is also understood
that any information supplied to the Sub-Advisor in connection with the
performance of its obligations hereunder, particularly, but not limited to,
any list of securities which, on a temporary basis, may not be bought or
sold for the Portfolio, is to be regarded as confidential and for use only
by the Sub-Advisor in connection with its obligation to provide investment
advice and other services to the Portfolio.
ARTICLE 3
Allocation of Charges and Expenses
3.1 During the term of this Agreement, Sub-Advisor will pay all
expenses incurred by it in connection with its activities under this
Agreement. The Sub-Advisor shall not be responsible for expenses incurred
by the Portfolio, the Board or the Adviser.
3.2 The Adviser shall pay to the Sub-Advisor for its services
hereunder, and the Sub-Advisor agrees to accept as full compensation
therefor, a sub-advisory fee with respect to the Portfolio as set forth on
Schedule A. Such fee shall be accrued daily on the basis of the value of
the average daily net assets of the Portfolio and shall be payable monthly.
If the Sub-Advisor shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated accordingly.
ARTICLE 4
Standard of Care; Limitations of Liability
4.1 The Sub-Advisor shall give the Portfolio the benefit of the Sub-
Advisor's best judgment and efforts in rendering services under this
Agreement. The Sub-Advisor shall not be liable for loss suffered from or as
a consequence of any act or omission of the Sub-Advisor in connection with
or pursuant to this Agreement, except for loss resulting from: (a) willful
misfeasance, bad faith or gross negligence on the part of the Sub-Advisor
in the performance of its obligations or duties under this Agreement; or
(b) its reckless disregard of its obligations or duties under this
Agreement. Nothing in this Section shall be deemed a limitation or waiver
of any obligation or duty that may not by law be limited or waived.
ARTICLE 5
Books, Records and Reports
5.1 The Sub-Advisor shall maintain separate books and detailed
records of all matters pertaining to the Portfolio (the "Portfolio's Books
and Records"), including without limitation a daily ledger of such assets
and liabilities relating thereto and brokerage and other records of all
securities transactions. The Sub-Advisor shall adopt and maintain a code of
ethics in accordance with the requirements of, and shall maintain such
records in the manner and to the extent required by, Rule 17j-1 under the
1940 Act. The Portfolio's Books and Records shall be available by overnight
delivery of copies or for telecopying without delay to the Adviser during
any day that the Portfolio is open for business.
5.2 In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Sub-Advisor agrees that all records it maintains for the Portfolio
are the property of the Portfolio and the Investment Company and further
agrees to surrender promptly to the Investment Company or the Adviser any
such records upon request. The Investment Company or their authorized
representative shall have the right to copy any records in the possession
of the Sub-Advisor that pertain to the Portfolio. In the event of the
termination of this Agreement, the Sub-Advisor shall return all of the
Portfolio's Books and Records to the Investment Company free from any claim
or assertion of rights. The Sub-Advisor further agrees to maintain for the
Portfolio the records the Portfolio is required to maintain under Rule 31a-
1(b) insofar as such records relate to the investment affairs of the
Portfolio. The Sub-Advisor further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records it maintains for
the Portfolio.
5.3 The Sub-Advisor further agrees that it will not disclose or use
any records or information obtained pursuant to this Agreement in any
manner whatsoever except as necessary to carry out the purposes for which
the information was disclosed to the Sub-Advisor and that it will keep
confidential any information obtained pursuant to this Agreement and
disclose such information only if the Investment Company has authorized
such disclosure, or if such disclosure is required by federal or state
regulatory authorities.
5.4 The Sub-Advisor shall furnish the Adviser monthly, quarterly and
annual reports concerning transactions and performance of the Portfolio,
including information required to be disclosed in the Fund Documents. The
Sub-Advisor shall permit the financial statements, Books and Records with
respect to the Portfolio to be inspected and audited by the Investment
Company, the Adviser or their agents at all reasonable times during normal
business hours. The Sub-Advisor shall immediately notify and forward to
both the Adviser and legal counsel for the Investment Company any legal
process served upon it on behalf of the Adviser or the Portfolio. The Sub-
Advisor shall promptly notify the Adviser of any changes in any information
concerning the Sub-Advisor of which the Sub-Advisor becomes aware that
would be required to be disclosed in the Fund Documents.
ARTICLE 6
Use of Names
6.1 The Sub-Advisor acknowledges and agrees that the names W&R Funds,
Inc., W&R Capital ProtectionPlus Fund and Xxxxxxx & Xxxx Investment
Management Company, and abbreviations or logos associated with those names,
are the valuable property of the Adviser and its affiliates; that the
Portfolio, the Investment Company, and the Adviser and their affiliates
have the right to use such names, abbreviations and logos; and that the
Sub-Advisor shall use the names W&R Funds, Inc., W&R Capital ProtectionPlus
Fund and Xxxxxxx & Xxxx Investment Management Company, and associated
abbreviations and logos, only in connection with the Sub-Advisor's
performance of its duties hereunder. Further, in any communication with the
public and in any marketing communications of any sort, the Sub-Advisor
agrees to obtain prior written approval from the Adviser, which approval
shall not be unreasonably withheld or delayed, before using or referring to
W&R Funds, Inc., W&R Capital ProtectionPlus Fund and Xxxxxxx & Xxxx
Investment Management Company, or any abbreviations or logos associated
with those names; provided that nothing herein shall be deemed to prohibit
the Sub-Advisor from referring to the performance of the Portfolio in the
Sub-Advisor's marketing material as long as such marketing material does
not constitute "sales literature" or "advertising" for the Funds, as those
terms are used in the rules, regulations and guidelines of the SEC and the
National Association of Securities Dealers, Inc.
6.2 The Sub-Advisor acknowledges that the Portfolio, the Investment
Company and their agents may use the "Gartmore Xxxxxx" or "Gartmore Xxxxxx
Capital Management" names in connection with accurately describing the
activities of the Portfolio, including use with marketing and other public
promotional and informational material relating to the Portfolio with the
prior written approval of the Sub-Advisor, which approval shall not be
unreasonably withheld or delayed. In the event that the Sub-Advisor shall
cease to be the investment sub-advisor of the Portfolio, then the Portfolio
at its own or the Adviser's expense, upon the Sub-Advisor's written
request: (i) shall cease to use the Sub-Advisor's name for any commercial
purpose; and (ii) shall use its best efforts to cause the Investment
Company's officers and directors to take any and all actions which may be
necessary or desirable to effect the foregoing. The Adviser agrees to take
any and all reasonable actions as may be necessary or desirable to effect
the foregoing and Sub-Advisor agrees to allow the Portfolio and its agents
a reasonable time to effectuate the foregoing.
ARTICLE 7
Indemnification
7.1 The Sub-Advisor agrees to indemnify and hold harmless the
Adviser, the Investment Company, any affiliated person within the meaning
of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and
each person, if any, who, within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "1933 Act"), controls ("controlling
person") the Adviser, against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses),
to which the Adviser, the Investment Company or such affiliated person or
controlling person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising
out of Sub-Advisor's responsibilities as a sub-advisor of the Portfolio (i)
to the extent of and as a result of the willful misconduct, bad faith, or
gross negligence of the Sub-Advisor, any of the Sub-Advisor's employees,
agents or representatives or any affiliate of or any person acting on
behalf of the Sub-Advisor, or (ii) as a result of any untrue statement or
alleged untrue statement of a material fact contained in the Fund Documents
or any amendment thereof or any supplement thereto or the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement therein not misleading, if such
a statement or omission was made in reliance upon written information
furnished by the Sub-Advisor to the Adviser, the Investment Company or any
affiliated person of the Adviser or the Investment Company expressly for
use in the Fund Documents, or upon verbal information confirmed by the Sub-
Advisor in writing expressly for use in the Fund Documents, or (iii) to the
extent of, and as a result of, the failure of the Sub-Advisor to execute,
or cause to be executed, portfolio transactions according to the standards
and requirements of the 1940 Act; provided, however, that in no case is the
Sub-Advisor's indemnity in favor of the Adviser or any affiliated person or
controlling person of the Adviser deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
7.2 The Adviser agrees to indemnify and hold harmless the Sub-
Advisor, any affiliated person of the Sub-Advisor and each controlling
person of the Sub-Advisor against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses),
to which the Sub-Advisor or such affiliated person or controlling person
may become subject under the 1933 Act, the 1940 Act, the Advisers Act,
under any other statute, at common law or otherwise, arising out of the
Adviser's responsibilities as investment manager of the Portfolio (i) to
the extent of and as a result of the willful misconduct, bad faith, or
gross negligence of the Adviser, any of the Adviser's employees or
representatives or any affiliate of or any person acting on behalf of the
Adviser, or (ii) as a result of any untrue statement or alleged untrue
statement of a material fact contained in the Fund Documents or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statement therein not
misleading, if such a statement or omission was made by the Adviser other
than in reliance upon written information furnished by the Sub-Advisor, or
any affiliated person of the Sub-Advisor, expressly for use in the Fund
Documents or other than upon verbal information confirmed by the Sub-
Advisor in writing expressly for use in the Fund Documents; provided,
however, that in no case is the Adviser's indemnity in favor of the Sub-
Advisor or any affiliated person or controlling person of the Sub-Advisor
deemed to protect such person against any liability to which any such
person would otherwise be subject by reason of willful misconduct, bad
faith, or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement.
7.3 No series of the Investment Company shall be liable for the
obligations of any other series of the Investment Company.
ARTICLE 8
Duration and Termination of this Agreement
8.1 This Agreement shall continue in effect until _____________ [not
more than two years] and thereafter from year to year only so long as such
continuance is specifically approved at least annually by: (a) the Board
or a vote of the holders of a majority of the Portfolio's outstanding
voting securities; and (b) a majority of those Board members who are not
interested persons of the Investment Company, the Adviser or the Sub-
Advisor voting in person at a meeting called for the purpose of voting on
such approval.
8.2 This Agreement may be terminated at any time, without penalty, by
vote of the Board or by vote of the holders of a majority of the
Portfolio's outstanding voting securities, or by the Adviser or the Sub-
Advisor, on not less than 60 days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment.
ARTICLE 9
Amendment
This Agreement may not be amended without the affirmative vote
(a) of a majority of those Board members who are not interested persons of
the Investment Company, the Adviser or the Sub-Advisor and (b) to the
extent required by the 1940 Act, of the holders of a majority of the
outstanding shares of the Portfolio. Notwithstanding anything herein to the
contrary, this Agreement may be amended by the parties without the vote or
consent of shareholders of the Portfolio to supply any omission, to cure,
correct or supplement any ambiguous, defective or inconsistent provision
hereof, or if they deem necessary to conform this Agreement to the
requirements of applicable federal laws or regulations, but neither the
Adviser or Sub-Advisor shall be liable for failing to do so.
ARTICLE 10
Notices
Any notice shall be sufficiently given when sent by registered or
certified mail, return receipt requested, to the other party at the address
of such party set forth below or at such other address as such party may
from time to time specify in writing to the other party.
If to the Sub-Advisor:
If to the Adviser:
Xxxxxxx & Xxxx Investment Management Company
0000 Xxxxx Xxxxxx
P.O. Box 29217
Shawnee Mission, Kansas 66201-9217
Attn: Xxxxx X. Xxxxxxxx, President
cc: Xxxxxxx Xxxxxxxx, Associate General Counsel
ARTICLE 11
Miscellaneous Provisions
11.1 The terms "assignment," "affiliated person", "access person" and
"interested person", when used in this agreement, shall have the respective
meanings specified in the 1940 Act. The term "majority of the outstanding
voting securities" of the Portfolio means the lesser of: (a) 67% or more
of the shares of the Portfolio entitled to vote present at a meeting if the
holders of more than 50% of such shares are present or represented by
proxy; or (b) more than 50% of the shares of the Portfolio entitled to
vote.
11.2 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of Kansas without regard
to conflicts of law principles or precedents. This Agreement shall be
subject to the provisions of the Act, the 1940 Act and the Securities
Exchange Act of 1934, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the
SEC may grant and the terms hereof shall be interpreted and construed in
accordance therewith.
11.3 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.
11.4 The captions in this agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
11.5 Each party hereto shall cooperate with the other party and all
appropriate governmental authorities (including without limitation the SEC)
and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
agreement or the transactions completed thereby.
XXXXXXX & XXXX INVESTMENT MANAGEMENT
COMPANY.
By:__________________________________
Xxxxx X. Xxxxxxxx
Title: President and Chief Investment Officer
GARTMORE XXXXXX CAPITAL
MANAGEMENT, INC.
By:__________________________________
Title:_______________________________
SCHEDULE A
TO THE
W&R FUNDS, INC. CAPITAL PROTECTIONPLUS FUND
SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX & XXXX INVESTMENT MANAGEMENT COMPANY
AND
GARTMORE XXXXXX CAPITAL MANAGEMENT, INC.
As compensation pursuant to section 3.2 of the Sub-Advisory Agreement
between Xxxxxxx & Xxxx Investment Management Company ("the Adviser") and
Gartmore Xxxxxx Capital Management, Inc. (the "Sub-Advisor"), the Adviser
shall pay the Sub-Advisor a sub-advisory fee, computed daily and paid
monthly, at the following percentage rates of the average daily net assets
under management by the Sub-Advisor:
0.25% of net assets up to $200 million
0.15% of net assets over $200 million and up to $500 million
0.05% of net assets over $500 million
