INVESTMENT SUB-ADVISORY AGREEMENT
between
XXXXX XXXXX MANAGEMENT
and
XXXXX XXXXX ADVISERS INTERNATIONAL LTD.
for
XXXXX XXXXX INTERNATIONAL SMALL-CAP FUND (the "Fund")
AGREEMENT made this 1st day of November, 2017, between
Xxxxx Xxxxx Management, a Massachusetts business trust (the
"Adviser"), and Xxxxx Xxxxx Advisers International Ltd., a private
limited company incorporated in England and Wales (the "Sub-
Adviser").
WHEREAS, the Adviser has entered into an Investment
Advisory and Administrative Agreement (the "Advisory Agreement")
with Xxxxx Xxxxx Growth Trust, a Massachusetts business trust (the
"Trust") on behalf of Xxxxx Xxxxx International Small-Cap Fund (the
"Fund"), relating to the provision of portfolio management services to
the Fund; and
WHEREAS, the Advisory Agreement provides that the
Adviser may delegate any or all of its portfolio management
responsibilities under the Advisory Agreement to one or more sub-
investment advisers; and
WHEREAS, the Adviser and the Trustees of the Trust desire
to retain the Sub-Adviser to render portfolio management services to
the Fund in the manner and on the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, the Adviser and the Sub-Adviser
agree as follows:
1. Duties of the Sub-Adviser. The Adviser hereby
employs the Sub-Adviser to act as investment adviser for and to
manage the investment and reinvestment of the assets of the Fund
and to administer its investment affairs, subject to the supervision of
the Adviser and the Trustees of the Trust, for the period and on the
terms set forth in this Agreement.
(a) The Sub-Adviser hereby accepts such employment
and undertakes to afford to the Fund the advice and assistance of the
Sub-Adviser's organization in the choice of investments and in the
purchase and sale of securities for the Fund and to furnish, for the
use of the Fund, office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Fund
and for administering its investment affairs and to pay the salaries
and fees of all officers and Trustees of the Trust who are members of
the Sub-Adviser's organization and all personnel of the Sub-Adviser
performing services relating to research and investment activities.
The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the
Adviser or the Fund in any way or otherwise be deemed an agent of
the Adviser or the Fund.
(b) The Sub-Adviser shall provide the Fund with such
investment management and supervision as the Fund may, from time
to time, consider necessary for the proper supervision of the Fund.
As investment adviser to the Fund, the Sub-Adviser shall furnish
continuously an investment program and shall determine, from time to
time, what securities and other investments shall be acquired,
disposed of or exchanged and what portion of the Fund's assets shall
be held uninvested, subject always to the applicable restrictions of the
Trust's Declaration of Trust, By-Laws and Registration Statement
under the Investment Company Act of 1940, all as from time to time
amended. The Sub-Adviser is authorized, in its discretion and
without prior consultation with the Adviser or the Fund, to buy, sell,
and otherwise trade in any and all types of securities and investment
instruments on behalf of the Fund. Should the Trustees of the Trust
at any time, however, make any specific determination as to
investment policy for the Fund and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that
such determination has been revoked. The Sub-Adviser shall take,
on behalf of the Fund, all actions that it deems necessary or desirable
to implement the investment policies of the Fund.
(c) The Sub-Adviser shall place orders for the purchase
or sale of portfolio securities for the account of the Fund either directly
with the issuer or with brokers or dealers selected by the Sub-Adviser,
and, to that end, the Sub-Adviser is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries
of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the
placing of such orders, the Sub-Adviser shall use its best efforts to
seek to execute security transactions at prices that are advantageous
to the Fund and (when a disclosed commission is being charged) at
reasonably competitive commission rates, and in accordance with
procedures adopted by the Board of Trustees of the Trust.
(d) The Sub-Adviser shall furnish such reports,
evaluations, information or analyses to the Fund and the Adviser as
the Trust's Board of Trustees or the Adviser may reasonably request
from time to time, or as the Sub-Adviser may deem to be desirable.
2. Compensation of the Sub-Adviser. For the services,
payments and facilities to be furnished hereunder by the Sub-Adviser,
to the extent the Adviser receives at least such amount from the Fund
pursuant to the Advisory Agreement, the Sub-Adviser shall be entitled
to receive from the Adviser an annual fee equal to the amount
specified in Schedule A hereto, payable monthly in arrears on the last
business day of each month. The Fund's daily net assets shall be
computed in accordance with the Declaration of Trust of the Trust and
any applicable votes and determinations of the Trustees of the Trust.
In case of initiation or termination of the Agreement during any month
with respect to the Fund, the fee for that month shall be based on the
number of calendar days during which it is in effect. The Sub-Adviser
may, from time to time, waive all or a part of the above compensation.
3. Allocation of Charges and Expenses. It is
understood that, pursuant to the Advisory Agreement, the Fund will
pay all expenses other than those expressly stated to be payable by
the Sub-Adviser hereunder or by the Adviser under the Advisory
Agreement, which expenses payable by the Fund shall include,
without limitation, (i) expenses of maintaining the Fund and continuing
its existence; (ii) registration of the Trust under the Investment
Company Act of 1940; (iii) commissions, spreads, fees and other
expenses connected with the acquisition, holding and disposition of
securities and other investments; (iv) auditing, accounting and legal
expenses; (v) taxes and interest; (vi) governmental fees; (vii)
expenses of issue, sale and redemption of shares; (viii) expenses of
registering and qualifying the Fund and its shares under federal and
state securities laws and of preparing and printing registration
statements or other offering statements or memoranda for such
purposes, including amendments, and for distributing the same to
shareholders and investors, and fees and expenses of registering and
maintaining registrations of the Fund and of the Fund's principal
underwriter as broker-dealer or agent under state securities laws; (ix)
expenses of reports and notices to shareholders and of meetings of
shareholders and proxy solicitations therefor; (x) expenses of reports
to governmental officers and commissions; (xi) insurance expenses;
(xii) association membership dues; (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the
Fund (including without limitation safekeeping of funds, securities and
other investments, keeping of books, accounts and records, and
determination of net asset values, book capital account balances and
tax capital account balances); (xiv) fees, expenses and
disbursements of transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars for all services to the
Fund; (xv) expenses for servicing shareholder accounts; (xvi) any
direct charges to shareholders approved by the Trustees of the Trust;
(xvii) compensation and expenses of Trustees of the Trust who are
not members of the Adviser's or the Sub-Adviser's organizations; and
(xviii) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees, officers, and
shareholders with respect thereto.
4. Other Interests. It is understood that Trustees and
officers of the Trust and shareholders of the Fund are or may be or
become interested in the Sub-Adviser as trustees, officers,
employees, shareholders or otherwise and that trustees, officers,
employees and shareholders of the Sub-Adviser are or may be or
become similarly interested in the Fund, and that the Sub-Adviser
may be or become interested in the Fund as a shareholder or
otherwise. It is also understood that trustees, officers, employees
and shareholders of the Sub-Adviser may be or become interested
(as directors, trustees, officers, employees, shareholders or
otherwise) in other companies or entities (including, without limitation,
other investment companies) that the Sub-Adviser may organize,
sponsor, or acquire, or with which it may merge or consolidate, and
which may include the words "Xxxxx Xxxxx Advisers International
Ltd." or any combination thereof as part of their name, and that the
Sub-Adviser or its subsidiaries or affiliates may enter into advisory or
management agreements or other contracts or relationships with such
other companies or entities.
5. Limitation of Liability of the Sub-Adviser. The
services of the Sub-Adviser to the Adviser for the benefit of the Fund
are not to be deemed to be exclusive, the Sub-Adviser being free to
render services to others and engage in other business activities. In
the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of
the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the
Adviser or the Fund or any shareholder in the Fund for any act or
omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the acquisition,
holding, or disposition of any security or other investment.
6. Duration and Termination of this Agreement. This
Agreement shall become effective upon the date of its execution, and,
unless terminated as herein provided, shall remain in full force and
effect through and including the second anniversary of the execution
of this Agreement and shall continue in full force and effect
indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the
Board of Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Fund and (ii) by the vote of a
majority of those Trustees of the Trust who are not interested persons
of the Sub-Adviser, the Adviser, or the Trust cast in person at a
meeting called for the purpose of voting on such approval.
This Agreement may be terminated as to the Fund without
the payment of any penalty by (i) the Adviser, subject to the approval
of the Trustees of the Trust; (ii) the vote of the Trustees of the Trust;
(iii) the vote of a majority of the outstanding voting securities of the
Fund at any annual or special meeting; or (iv) the Sub-Adviser, in
each case on sixty (60) days' written notice. This Agreement shall
terminate automatically in the event of its assignment or in the event
that the Advisory Agreement shall have terminated for any reason.
7. Amendments of the Agreement. This Agreement
may be amended by a writing signed by both parties hereto, provided
that no amendment to this Agreement shall be effective until
approved (i) by the vote of a majority of those Trustees of the Trust
who are not interested persons of the Sub-Adviser, the Adviser, or the
Trust cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by vote of a majority of the outstanding voting
securities of the Fund.
8. Limitation of Liability. The Sub-Adviser expressly
acknowledges the provision in the Declarations of Trust of the Trust
and of the Adviser limiting the personal liability of trustees, officers,
and shareholders of the Fund and the Adviser, respectively, and the
Sub-Adviser hereby agrees that it shall have recourse to the Fund or
the Adviser, respectively, for payment of claims or obligations as
between the Fund or the Adviser, respectively, and the Sub-Adviser
arising out of this Agreement and shall not seek satisfaction from the
trustees, officers, or shareholders of the Fund or the Adviser.
9. No Third Party Beneficiaries. Nothing in this
Agreement, express or implied, is intended to or shall confer upon
any person not a party hereto any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.
10. Certain Definitions. The terms "assignment" and
"interested persons" when used herein shall have the respective
meanings specified in the Investment Company Act of 1940, as now
in effect or as hereafter amended subject, however, to such
exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order. The term "vote of a
majority of the outstanding voting securities" shall mean the vote, at a
meeting of shareholders, of the lesser of (a) 67 per centum or more of
shares of the Fund present or represented by proxy at the meeting if
the holders of more than 50 per centum of the outstanding shares of
the Fund are present or represented by proxy at the meeting, or (b)
more than 50 per centum of the outstanding shares of the Fund.
11. Miscellaneous.
(a) If any term or provision of this Agreement or the
application thereof to any person or circumstance is held to be invalid
or unenforceable to any extent, the remainder of this Agreement or
the application of such provision to other persons or circumstances
shall not be affected thereby and shall be enforced to the fullest
extent permitted by law.
(b) This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts.
(c) This Agreement may be executed by the parties
hereto in any number of counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
XXXXX XXXXX
MANAGEMENT
By: /s/Xxxxxxx X. Gemma
Name: Xxxxxxx X. Gemma
Title: Vice President and not
individually
XXXXX XXXXX
ADVISERS
INTERNATIONAL
LTD.
A private limited
company
incorporated in
England and Wales,
authorized and
regulated by the
Financial Conduct
Authority of the
United Kingdom
By: /s/Xxxxxxxxx X. Marius
Name: Xxxxxxxxx X. Marius
Title: Director and not individually
Acknowledged and agreed to as of the day
and year first above written:
XXXXX XXXXX GROWTH TRUST
(on behalf of Xxxxx Xxxxx International Small-Cap Fund)
By: /s/Payson X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: President and not individually
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