XXXXX XXX INVESTMENT TRUST
NEWPORT PACIFIC MANAGEMENT SUB-ADVISORY AGREEMENT
AGREEMENT dated as of October 19, 1998, among XXXXX XXX
INVESTMENT TRUST, a Massachusetts common law trust (the "Trust"),
with respect to XXXXX XXX ASIA PACIFIC FUND (the "Fund"), XXXXX
XXX & FARNHAM INCORPORATED, a Delaware corporation ("Adviser"),
and NEWPORT PACIFIC MANAGEMENT, INC., a California corporation
(the "Sub-Adviser").
In consideration of the promises and covenants herein, the
parties agree as follows:
1. The Sub-Adviser will manage the investment of the
assets of the Fund in accordance with its investment objectives,
policies, and limitations set forth in the Trust's prospectus and
statement of additional information, as amended form time to time,
and will perform the other services herein set forth, subject to
the supervision of the Adviser and the Board of Trustees of the
Trust.
2. In carrying out its investment management obligations,
the Sub-Adviser shall:
(a) evaluate such economic, statistical and financial
information and undertake such investment research
as it shall believe advisable;
(b) purchase and sell securities and other investments
for the Fund in accordance with the procedures
described in the Trust's prospectus and statement of
additional information; and
(c) report results to the Adviser and to the Board of
Trustees.
3. The Sub-Adviser shall be free to render similar services
to others so longer as its services hereunder are not impaired
thereby.
4. The Adviser shall pay the Sub-Adviser a monthly fee at
the annual rate of 0.55% of the average daily net assets of the
Fund for managing the investment of the assets of the Fund as
provided in paragraph 1 above. Such fee shall be paid in arrears
on or before the 10th day of the next following calendar month.
5. This Agreement shall become effective on the date first
written above, and (a) unless otherwise terminated, shall continue
until June 30, 1999, and from year to year thereafter so long as
approved annually in accordance with the 1940 Act; (b) may be
terminated without penalty on sixty days' written notice to the
Sub-Adviser either by vote of the Board of Trustees or by vote of
a majority of the outstanding voting securities of the Fund; (c)
shall automatically terminate in the event of its assignment; and
(d) may be terminated without penalty by the Sub-Adviser on sixty
days' written notice to the Trust.
6. This Agreement may be amended in accordance with the 1940
Act.
7. For the propose of the Agreement, the terms "vote of a
majority of the outstanding shares," "affiliated person" and
"assignment" shall have their respective meanings defined in the
1940 Act and exemptions and interpretations issued by the
Securities and Exchange Commission under the 1940 Act.
8. In the absence of willful misfeasance, bad faith and
gross negligence on the part of the Sub-Adviser, or reckless
disregard of its obligations and duties hereunder, the Sub-Adviser
shall not be subject to any liability to the Trust or the Fund, to
any shareholder of the Trust or the Fund or to any other person,
firm or organization, for any act or omission in the course of or
connection with rendering services hereunder.
9. The Fund may use the name "Newport," or any name derived
from that name, only for so long as this Agreement or any
extension, renewal, or amendment hereof remains in effect,
including any similar agreement with any organization that shall
have succeeded to the business of the Sub-Adviser. At such times
as this Agreement or any extension, renewal or amendment hereof,
or each such other similar successor organization agreement shall
no longer be in effect, the Fund will cease to use any name
derived from the name "Newport," any name similar thereto, or any
other name indicating that it is advised by or otherwise connected
with the Sub-Adviser, or with any organization which shall have
succeeded to the Sub-Adviser's business as an investment adviser.
10. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the
Declaration of Trust of the Trust and agrees that obligations
assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Fund. The Sub-Adviser further
agrees that it shall not seek satisfaction of any such obligation
from the shareholders of the Fund, nor from the Trustees or any
individual Trustee of the Trust.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
XXXXX XXX ASIA PACIFIC FUND
BY: XXXXX XXX INVESTMENT TRUST
BY: XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: President
NEWPORT PACIFIC MANAGEMENT, INC.
BY: XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Chief Operating Officer
XXXXX XXX & XXXXXXX INCORPORATED
BY: XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: President, Mutual Funds
Division
