EXHIBIT 23(D)(XXI)
SUB-ADVISORY AGREEMENT
XXXXXXXX XXXXXX ASSET MANAGEMENT COMPANY LLC
THIS SUB-ADVISORY AGREEMENT is made as of the 16th day of May 2006,
among WT Mutual Fund, a Delaware business trust (the "Fund"), Xxxxxx Square
Management Corporation (the "Adviser"), a corporation organized under the laws
of the state of Delaware and Xxxxxxxx Xxxxxx Asset Management Company LLC, a
limited liability company organized under the laws of the state of Delaware (the
"Sub-Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and offers for public sale distinct series of shares of beneficial interest; and
WHEREAS, the Wilmington Multi-Manager Real Asset Fund (the
"Portfolio") is a series of the Fund; and
WHEREAS, the Adviser acts as the investment adviser for the Portfolio
pursuant to the terms of an Investment Advisory Agreement between the Fund and
the Adviser under which the Adviser is responsible for the coordination of
investment of the Portfolio's assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment Advisory
Agreement to delegate its investment responsibilities to one or more persons or
companies;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Fund, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Fund hereby appoint
and employ the Sub-Adviser as a discretionary portfolio manager, on the terms
and conditions set forth herein, of those assets of the Portfolio which the
Adviser determines to assign to the Sub-Adviser (those assets being referred to
as the "Portfolio Account"). The Adviser may, from time to time with notice to
the Sub-Adviser, make additions to and withdrawals, including cash and cash
equivalents, from the Portfolio Account.
2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its appointment
as a discretionary portfolio manager and agrees to use its professional judgment
to make investment decisions for the Portfolio with respect to the investments
of the Portfolio Account and to implement such decisions on a timely basis in
accordance with the provisions of this Agreement.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser
with copies properly certified or authenticated of each of the following and
will promptly provide the Sub-Adviser with copies properly certified or
authenticated of any amendment or supplement thereto:
a. The Portfolio's Investment Advisory Agreement;
b. The Fund's most recent effective registration statement and
financial statements as filed with the Securities and Exchange Commission;
c. The Fund's Agreement and Declaration of Trust and By-Laws; and
d. Any policies, procedures or instructions adopted or approved
by the Fund's Board of Trustees relating to obligations and services provided by
the Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser
is hereby employed and authorized to select portfolio securities for investment
by the Portfolio, to purchase and to sell securities for the Portfolio Account,
and upon making any purchase or sale decision, to place orders for the execution
of such portfolio transactions in accordance with Sections 6 and 7 hereof and
Schedule A hereto (as amended from time to time). In providing portfolio
management services to the Portfolio Account, the Sub-Adviser shall be subject
to and shall conform to such investment restrictions as are set forth in the
1940 Act and the rules thereunder, the Internal Revenue Code, the supervision
and control of the Board of Trustees of the Fund, such specific instructions as
the Board of Trustees may adopt and communicate to the Sub-Adviser, the
investment objective, policies and restrictions of the Fund applicable to the
Portfolio furnished pursuant to Section 5 of this Agreement, the provisions of
Schedule A and Schedule B hereto and other instructions communicated in writing
to the Sub-Adviser by the Adviser. The Sub-Adviser is not authorized by the Fund
to take any action, including the purchase or sale of securities for the
Portfolio Account, in contravention of any restriction, limitation, objective,
policy or instruction described in the previous sentence. The Sub-Adviser shall
maintain on behalf of the Fund the records listed in Schedule B hereto (as
amended from time to time). At the Fund's reasonable request, the Sub-Adviser
will consult with the Fund or with the Adviser with respect to any decision made
by it with respect to the investments of the Portfolio Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Fund will
provide the Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to the Portfolio as contained in the Portfolio's
Prospectus and Statement of Additional Information, all amendments or
supplements to the Prospectus and Statement of Additional Information, and any
instructions adopted by the Board of Trustees supplemental thereto. The Fund
agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change
in the fundamental and non-fundamental investment policies of the Portfolio and
will provide the Sub-Adviser with such further information concerning the
investment objective, policies, restrictions and such other information
applicable thereto as the Sub-Adviser may from time to time reasonably request
for performance of its obligations under this Agreement. The Fund retains the
right, on written notice to the Sub-Adviser or the Adviser, to modify any such
objective, policies or restrictions in accordance with applicable laws, at any
time.
6. TRANSACTION PROCEDURES. All transactions will be consummated by
payment to or delivery by the custodian designated by the Fund (the
"Custodian"), or such depositories or agents as may be designated by the
Custodian in writing, of all cash and/or securities due to or from the Portfolio
Account, and the Sub-Adviser shall not have possession or custody thereof. The
Sub-Adviser shall advise the Custodian and confirm in writing to the Fund and to
the administrator designated by the Fund or any other designated agent of the
Fund, all
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investment orders for the Portfolio Account placed by it with brokers and
dealers at the time and in the manner set forth in Schedule B hereto (as amended
from time to time). The Fund and the Sub-Adviser shall issue to the Custodian
such instructions as may be appropriate in connection with the settlement of any
transaction initiated by the Sub-Adviser. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, the Sub-Adviser shall have no
responsibility or liability with respect to custodial arrangements or the acts,
omissions or other conduct of the Custodian, except that it shall be the
responsibility of the Sub-Adviser to take appropriate action if the Custodian
fails to confirm in writing proper execution of the instructions.
7. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have authority and
discretion to select brokers and dealers (including brokers that may be
affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions
initiated by the Sub-Adviser, subject to conformance with the policies and
procedures disclosed in the Fund's Prospectus and Statement of Additional
Information and the policies and procedures adopted by the Fund's Board of
Trustees.
a. In executing portfolio transactions, the Sub-Adviser will give
primary consideration to securing best execution. Consistent with this policy,
the Sub-Adviser may consider the financial responsibility, research and
investment information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to which
other clients of the Adviser or Sub-Adviser may be a party.
b. The Sub-Adviser acknowledges that the price the Portfolio
Account pays or receives for a security may be different from the price paid or
received by Sub-Adviser's other clients who utilize different brokers than the
Portfolio Account.
c. The Sub-Adviser agrees that it will not execute any portfolio
transactions for the Portfolio Account with a broker or dealer which is (i) an
affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio
of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an
affiliated person of such an affiliated person or principal underwriter, unless
such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in
accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures
or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund's
Rule 10f-3(c) procedures. The Adviser agrees that it will provide the
Sub-Adviser with a list of such affiliated brokers and dealers; and
d. The Sub-Adviser acknowledges and agrees that in connection
with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the
1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the
Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its
affiliated persons' transactions with the Portfolio in securities or other
assets of the Portfolio, and (ii) will be limited to providing investment advice
with respect to the Portfolio Account.
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8. PROXIES. The Sub-Adviser will vote all proxies solicited by or with
respect to issuers of securities in which assets of the Portfolio Account may be
invested from time to time. At the request of the Sub-Adviser, the Adviser shall
provide the Sub-Adviser with its recommendations as to the voting of such
proxies.
9. REPORTS TO THE SUB-ADVISER. The Fund will provide the Sub-Adviser
with such periodic reports concerning the status of the Portfolio Account as the
Sub-Adviser may reasonably request.
10. FEES FOR SERVICES. For the services to be provided hereunder, the
Fund shall pay the Sub-Adviser out of the assets of the Portfolio a sub-advisory
fee calculated at the annual rates listed on the attached Schedule C. The fee
shall be payable monthly as soon as practicable after the last day of each month
based on the Portfolio Account's average daily net assets.
11. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Fund
acknowledges that the Sub-Adviser or one or more of its affiliated persons may
have investment responsibilities or render investment advice to or perform other
investment advisory services for other individuals or entities and that the
Sub-Adviser, its affiliated persons or any of its or their directors, officers,
agents or employees may buy, sell or trade in any securities for its or their
own respective accounts ("Affiliated Accounts"). The Fund agrees that the
Sub-Adviser or its affiliated persons may give advice or exercise investment
responsibility and take such other action with respect to other Affiliated
Accounts which may differ from the advice given or the timing or nature of
action taken with respect to the Portfolio Account, provided that the
Sub-Adviser acts in good faith, and provided further, that it is the
Sub-Adviser's policy to allocate, within its reasonable discretion, investment
opportunities to the Portfolio Account over a period of time on a fair and
equitable basis relative to the Affiliated Accounts, taking into account the
investment objective and policies of the Portfolio and any specific investment
restrictions applicable thereto. The Fund acknowledges that one or more of the
Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose
of or otherwise deal with positions in investments in which the Portfolio
Account may have an interest from time to time, whether in transactions which
involve the Portfolio Account or otherwise. The Sub-Adviser shall have no
obligation to acquire for the Portfolio Account a position in any investment
which any Affiliated Account may acquire, and the Fund shall have no first
refusal, co-investment or other rights in respect of any such investment, either
for the Portfolio Account or otherwise.
12. CERTIFICATE OF AUTHORITY. The Fund, the Adviser and the
Sub-Adviser shall furnish to each other from time to time certified copies of
the resolutions of their Boards of Trustees/Directors or executive committees,
as the case may be, evidencing the authority of officers and employees who are
authorized to act on behalf of the Fund, a Portfolio Account, the Adviser and/or
the Sub-Adviser.
13. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for
any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with (or in the absence of) specific directions or instructions from
the Fund or the Adviser, provided, however, that such acts or omissions shall
not have
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resulted from the Sub-Adviser's willful misfeasance, bad faith, gross negligence
or a reckless disregard of duty. Nothing in this Section 13 shall be construed
in a manner inconsistent with Section 17(i) of the 1940 Act.
14. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the
Adviser and the Fund to comply with applicable law, including any demand of any
judicial, regulatory or taxing authority having jurisdiction, the parties hereto
shall treat as confidential all material non-public information pertaining to
the Portfolio Account and the actions of the Sub-Adviser, the Adviser and the
Fund in respect thereof.
15. ASSIGNMENT. This Agreement shall terminate automatically in the
event of its assignment. The Sub-Adviser shall notify the Fund and the Adviser
in writing sufficiently in advance of any proposed change of control within the
meaning of the 1940 Act to enable the Fund and the Adviser to take the steps
necessary to enter into a new contract with the Sub-Adviser.
16. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE FUND. The Fund
represents, warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of
Trustees of the Fund to provide investment services to the Portfolio Account as
contemplated hereby.
b. The Fund will deliver to the Sub-Adviser a true and complete
copy of its then current Prospectus and Statement of Additional Information as
effective from time to time and such other documents or instruments governing
the investment of the Portfolio Account and such other information as is
necessary for the Sub-Adviser to carry out its obligations under this Agreement.
c. The Fund is currently in compliance and shall at all times
continue to comply with the requirements imposed upon the Fund by applicable law
and regulations.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The
Adviser represents, warrants and agrees that:
a. The Adviser has been duly authorized by the Board of Trustees
of the Fund to delegate to the Sub-Adviser the provision of investment services
to the Portfolio Account as contemplated hereby.
b. The Adviser is currently in compliance and shall at all times
continue to comply with the requirements imposed upon the Adviser by applicable
law and regulations.
18. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an "investment adviser" under
the Investment Advisers Act of 1940 ("Advisers Act") or is a "bank" as defined
in Section 202(a)(2) of the Advisers Act.
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b. The Sub-Adviser will maintain, keep current and preserve on
behalf of the Fund, in the manner required or permitted by the 1940 Act, the
records identified in Schedule B. The Sub-Adviser agrees that such records
(unless otherwise indicated on Schedule B) are the property of the Fund, and
will be surrendered to the Fund promptly upon request. The Sub-Adviser agrees to
keep confidential all records of the Fund and information relating to the Fund,
unless the release of such records or information is otherwise consented to in
writing by the Fund or the Adviser. The Fund and the Adviser agree that such
consent shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly constituted authorities.
c. The Sub-Adviser will complete such reports concerning
purchases or sales of securities on behalf of the Portfolio Account as the
Adviser or the Fund may from time to time require to ensure compliance with the
1940 Act, the Internal Revenue Code, applicable state securities laws and
applicable statutes and regulations of foreign jurisdictions.
d. The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and Section 204A of the
Advisers Act and has provided the Fund with a copy of the code of ethics and
evidence of its adoption. Within forty-five (45) days of the end of the last
calendar quarter of each year while this Agreement is in effect, the president
or a vice president or general partner of the Sub-Adviser shall certify to the
Fund that the Sub-Adviser has complied with the requirements of Rule 17j-1 and
Section 204A during the previous year and that there has been no material
violation of the Sub-Adviser's code of ethics or, if such a material violation
has occurred, that appropriate action was taken in response to such violation.
Upon the written request of the Fund, the Sub-Adviser shall permit the Fund, its
employees or its agents to examine the reports required to be made to the
Sub-Adviser by Rule 17j-1(d)(1).
e. The Sub-Adviser will promptly after updating, or filing with
the Securities and Exchange Commission an amendment to, its Form ADV furnish a
copy of such amendment to the Fund and the Adviser.
f. The Sub-Adviser will immediately notify the Fund and the
Adviser of the occurrence of any event which would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9 of the 1940 Act or otherwise. The Sub-Adviser will also immediately
notify the Fund and the Adviser if it 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
Portfolio Account.
19. AMENDMENT. This Agreement may be amended at any time, but only by
written agreement among the Sub-Adviser, the Adviser and the Fund, which
amendment, other than amendments to Schedules A and B, is subject to the
approval of the Board of Trustees and, to the extent required by the 1940 Act,
the shareholders of the Portfolio in the manner required by the 1940 Act and the
rules thereunder, subject to any applicable orders of exemption issued by the
Securities and Exchange Commission.
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20. EFFECTIVE DATE; TERM. This Agreement shall become effective on the
date first written above and shall remain in force for a period of time of two
years from such date, and from year to year thereafter but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of the Fund, the Adviser or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval, and by a vote of the Board of Trustees or of a majority of the
outstanding voting securities of the Portfolio. The aforesaid requirement that
this Agreement may be continued "annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder.
21. TERMINATION.
a. This Agreement may be terminated by the Fund (by a vote of the
Board of Trustees of the Fund or by a vote of a majority of the outstanding
voting securities of the Portfolio), without the payment of any penalty,
immediately upon written notice to the other parties hereto, in the event of a
material breach of any provision thereof by the party so notified or otherwise
by the Fund, upon sixty (60) days' written notice to the other parties hereto,
but any such termination shall not affect the status, obligations or liabilities
of any party hereto to the others. Any fees due to the Sub-Adviser will be
prorated to date of termination.
b. This Agreement may also be terminated by the Adviser or the
Sub-Adviser, without the payment of any penalty immediately upon written notice
to the other parties hereto, in the event of a material breach of any provision
thereof by the party so notified if such breach shall not have been cured within
a 20-day period after notice of such breach or otherwise by the Adviser or the
Sub-Adviser upon sixty (60) days' written notice to the other parties hereto,
but any such termination shall not affect the status, obligations or liabilities
of any party hereto to the others. Any fees due to the Sub-Adviser will be
prorated to date of termination.
22. DEFINITIONS. As used in this Agreement, the terms "affiliated
person," "assignment," "control," "interested person," "principal underwriter"
and "vote of a majority of the outstanding voting securities" shall have the
meanings set forth in the 1940 Act and the rules and regulations thereunder,
subject to any applicable orders of exemption issued by the Securities and
Exchange Commission.
23. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other parties to this
Agreement at their principal place of business.
24. SEVERABILITY. 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.
25. GOVERNING LAW. To the extent that state law is not preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Delaware.
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26. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto
embodies the entire agreement and understanding between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed, as of the day and year first written above.
WT MUTUAL FUND, on behalf of the
Wilmington Multi-Manager Real Asset Fund
By:
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Name:
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Title:
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XXXXXXXX XXXXXX ASSET MANAGEMENT COMPANY
LLC
By:
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Name:
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Title:
---------------------------------
XXXXXX SQUARE MANAGEMENT CORPORATION
By:
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Name:
----------------------------------
Title:
---------------------------------
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SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures
which shall govern reporting of transactions and other matters so as to
facilitate (i) the monitoring of the Fund's compliance with the restrictions and
limitations applicable to the operations of a registered investment company and
(ii) the preparation of reports to the Board of Trustees, regulatory authorities
and shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Portfolio Account as if the Portfolio
Account were a registered investment company subject to the investment
objective, policies and limitations applicable to the Portfolio stated in
the Fund's Prospectus and Statement of Additional Information, as from time
to time in effect, included in the Fund's registration statement or a
supplement thereto under the Securities Act of 1933 and the Investment
Company Act of 1940 (the "1940 Act"), as each may be amended from time to
time; provided, however, that if a more stringent restriction or limitation
than any of the foregoing is stated in Section B of this Schedule, the more
stringent restriction or limitation shall apply to the Portfolio Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser, on
behalf of the Portfolio Account:
1. purchase securities of any issuer if such purchase would cause more
than 10% of the voting securities of such issuer to be held in the
Portfolio Account (1940 Act Section 5(b)(1); IRC Section
851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of any other
investment company to be held in the Portfolio Account (1940 Act
Section 12(d)(1)(A)(i)),
b. securities issued by any other investment company having an
aggregate value in excess of 5% of the value of the total assets
in the Portfolio Account to be held in the Portfolio Account
(1940 Act Section 12(d)(1)(A)(ii)),
c. securities issued by all other investment companies (other than
Treasury Stock) having an aggregate value in excess of 10% of the
value of the total assets of the Portfolio Account to be held in
the Portfolio Account (1940 Act Section 12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of any registered
closed-end investment company to be held in the Portfolio
Account, and by any other investment company having as its
investment adviser any of the
Sub-Advisers, the Adviser, or any other investment adviser to the
Fund (1940 Act Section 12(d)(1)(C));
3. purchase securities of any insurance company if such purchase would
cause more than 10% of the outstanding voting securities of any
insurance company to be held in the Portfolio Account (1940 Act
Section 12(d)(2)); or
4. purchase securities of or any interest in any person who is a broker,
a dealer, is engaged in the business of underwriting, is an investment
adviser to an investment company or is a registered investment adviser
under the Investment Advisers Act of 1940 unless
a. such purchase is of a security of any issuer that, in its most
recent fiscal year, derived 15% or less of its gross revenues
from securities-related activities (1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any security of any
issuer that derived more than 15% of its gross revenues from
securities-related activities:
(1) immediately after the purchase of any equity security, the
Portfolio Account would not own more than 5% of outstanding
securities of that class of the issuer's equity securities
(1940 Act Rule 12d3-1(b)(1));
(2) immediately after the purchase of any debt security, the
Portfolio Account would not own more than 10% of the
outstanding principal amount of the issuer's debt securities
(1940 Act Rule 12d3-1(b)(2)); and
(3) immediately after the purchase, not more than 5% of the
value of the Portfolio Account's total assets would be
invested in the issuer's securities (1940 Act Rule
12d3-1(b)(3)).
C. The Sub-Adviser will manage the Portfolio Account so that no more than 10%
of the gross income of the Portfolio Account is derived from any source
other than dividends, interest, payments with respect to securities loans
(as defined in IRC Section 512(a)(5)), and gains from the sale or other
disposition of stock or securities (as defined in the 1940 Act Section
2(a)(36)) or foreign currencies, or other income (including, but not
limited to, gains from options, futures, or forward contracts) derived with
respect to the Portfolio's business of investing in such stock, securities,
or currencies (IRC Section 851(b)(2)).
Dated: May 16, 2006
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SCHEDULE B
RECORD KEEPING REQUIREMENTS
Records To Be Maintained by the Sub-Adviser:
A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage order, and all other
portfolio purchases and sales, given by the Sub-Adviser on behalf of the
Portfolio Account for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
1. the name of the broker;
2. the terms and conditions of the order and of any modification or
cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf of the Portfolio
Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases (e.g. execution ability, execution and research) upon which the
allocation of orders for the purchase and sale of portfolio securities to
named brokers or dealers was effected, and the division of brokerage
commissions or other compensation on such purchase and sale orders. Such
record:
1. shall include the consideration given to:
a. the sale of shares of the Fund by brokers or dealers;
b. the supplying of services or benefits by brokers or dealers to:
(1) the Fund,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical qualifications
of the brokers and dealers as such;
2. shall show the nature of the services or benefits made available;
3. shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation; and
4. shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of portfolio securities. Where an authorization is made by
a committee or group, a record shall be kept of the names of its members
who participate in the authorization. There shall be retained as part of
this record: any memorandum, recommendation or instruction supporting or
authorizing the purchase or sale of portfolio securities and such other
information as is appropriate to support the authorization.
D. (Rule 31a-1(f)). Such accounts, books and other documents as are required
to be maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record the Sub-Adviser's
transactions with respect to the Portfolio Account.
Dated: May 16, 2006
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SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Portfolio pursuant to the
attached Sub-Advisory Agreement, the Fund shall pay the Sub-Adviser out of the
assets of the Portfolio an annual fee in accordance with the following formula:
0.08% on the first $25 million;
0.04% on the next $25 million; and
0.02% on assets over $50 million.
The fee shall be payable monthly as soon as practicable after the last
day of each month based on the average daily net assets of the Portfolio Account
and similarly managed assets in the accounts of clients of the Adviser or any of
the Adviser's affiliates.
Dated: May 16, 2006
