SUB-ADVISORY AGREEMENT
[GLOBAL BOND FUND]
AGREEMENT made as of December 15, 1993, between CORESTATES INVESTMENT
ADVISERS, INC., a Pennsylvania corporation (the "Investment Adviser"), and ALPHA
GLOBAL FIXED INCOME MANAGERS, INC. (the "Sub-Adviser").
WHEREAS, CoreFunds, Inc. (the "Fund"), a Maryland corporation, is
registered as an open-end, diversified, management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of Common Stock in
separate series representing shares in a separate portfolio of securities and
other assets; and
WHEREAS, the Investment Adviser is a party to an Investment Advisory
Agreement, dated as of March 25, 1991, with the Fund, pursuant to which the
Investment Adviser provides investment advisory services to the Fund and certain
of its portfolios; and
WHEREAS, the Investment Adviser wishes to have the Sub-Adviser act as
the sub-investment adviser to the Global Bond Fund and as such to provide the
Investment Adviser with investment advisory services, including investment
management, investment research and investment recommendations, and the
Sub-Adviser is willing to provide such services;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Investment Adviser hereby appoints the Sub-Adviser
to act as sub-investment adviser to the Global Bond Fund for the period and on
the terms set forth in this Agreement. The Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. The Fund or the Investment Adviser has
furnished the Sub-Adviser with copies properly certified or authenticated of
each of the following:
(a) the Fund's Articles of Incorporation, as filed with the Secretary
of State of Maryland on September 11, 1994, and all amendments thereto (such
Articles, as presently in effect and as they shall from time to time be amended
or supplemented, are herein called the "Articles of Incorporation");
(b) the Fund's By-Laws and amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");
(c) resolutions of the Fund's Board of Directors authorizing the
appointment of the Investment Adviser and approving this Agreement;
(d) the Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission on September 13,
1984 and all amendments thereto;
(e) the Fund's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No. 2-93214) and
under the 1940 Act as filed with the Securities and Exchange Commission and all
amendments thereto; and
(f) the Fund's most recent Prospectus and Statement of Additional
Information (such Prospectus and Statement of Additional Information, as
presently in effect and all amendments and supplements thereto, are herein
called the "Prospectus").
The Fund or the Investment Adviser will furnish the Sub-Adviser from
time to time with copies of all amendments of or supplements to the foregoing.
3. Management. Subject to the supervision of the Fund's Board of
Directors and the Investment Adviser, the Sub-Adviser will provide a continuous
investment program for the Global Bond portfolio, including investment research
and management with respect to all securities and investments and cash
equivalents held by the Global Bond portfolio. The Sub-Adviser will determine
from time to time what securities and other investments will be purchased,
retained, or sold by the Fund. The Sub-Adviser will provide the services under
this Agreement in accordance with the Global Bond Fund's investment objectives,
policies, and restrictions as stated in the Prospectus and resolutions of the
Fund's Board of Directors. The Sub-Adviser acknowledges and agrees that the
Fund shall have no responsibility to pay the Sub-Adviser, and that any
compensation to be paid to the Sub-Adviser shall be paid by the Investment
Adviser pursuant to Section 7 of this Agreement.
The Sub-Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition conduct its activities
under this Agreement in accordance with any regulations of the Comptroller of
the Currency pertaining to the investment advisory activities of national banks
as provided to the Sub-Adviser by the Investment Adviser, together with any
amendments, thereto;
(b) will not make loans to any person to purchase or carry Fund shares
or make loans to the Fund;
(c) will place orders pursuant to its investment determinations for the
Global Bond Fund either directly with the issuer or with any broker or dealer.
In placing orders with brokers and dealers the primary consideration of the
Sub-Adviser will be the prompt execution of orders in an effective manner at the
most favorable price. Subject to this consideration, brokers or dealers who
provide supplemental research to the Sub-Adviser may receive orders for
transactions with the Fund. In no instance will portfolio securities be
purchased from or sold to CoreStates Financial Corp, SEI Financial Management
Corporation, or any affiliated person of either the Fund, CoreStates Financial
Corp, or SEI Financial Management Corporation;
(d) will maintain all books and records with respect to the Global Bond
Fund's portfolio securities transactions and will furnish the Fund's Board of
Directors such periodic and special reports as the Board may request;
(e) will treat confidentially and as proprietary information of the Fund
all records and other information relative to the Fund and prior, present, or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund;
(f) will provide to the Fund and the Fund's other service providers, at
such intervals as may be reasonably requested by the Fund, information relating
to (i) the performance of services by the Sub-Adviser hereunder, and (ii) market
quotations of portfolio securities held by the Global Bond Fund;
(g) will direct and use its best efforts to cause the broker or dealer
involved in any portfolio transaction with the Global Bond Fund to send a
written confirmation of such transaction to the Fund's Custodian and Transfer
Agent; and
(h) will not purchase shares of the Global Bond Fund for itself or for
accounts with respect to which it is exercising sole investment discretion in
connection with such transactions.
4. Services Not Exclusive. The investment management services furnished
by the Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser
shall be free to furnish similar services to others so long as its services
under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon the Fund's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31
under the 1940 Act.
6. Expenses. During the term of this Agreement, the Sub-Adviser will
pay all its own expenses in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions,
if any) purchased for the Global Bond Fund and the cost of obtaining market
quotations of portfolio securities held by such Fund.
7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, effective as of the date of this Agreement, the
Investment Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as
full compensation therefor a fee, computed daily and paid monthly, at an
annual rate of .30% of the Global Bond Fund's average daily net assets. The
Sub-Adviser may from time to time and at its discretion voluntarily waive
all or a portion of its sub-advisory fees in order to assist such Fund in
maintaining a competitive expenses ratio.
8. Limitation of Liability. The Sub-Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the performance of this Agreement, except a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation
for services or a loss resulting from willful misfeasance, bad faith, or gross
negligence on the part of the Sub-Adviser in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement.
9. Duration and Termination. This Agreement will become effective as
of the date first above written, provided that it shall have been approved
by the Fund's shareholders in accordance with the requirements under the
1940 Act, and, unless sooner terminated as provided herein, shall continue in
effect until June 30, 1995. Thereafter, if not terminated, this Agreement shall
continue in effect for successive periods of twelve months, provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Fund's Board of Directors who are not parties
to this Agreement or interested persons of any party to this Agreement, cast
in person at a meeting called for the purpose of voting on such approval,
and (b) by the Fund's Board of Directors or by
vote of a majority of the Fund's outstanding voting securities. Notwithstanding
the foregoing, this Agreement may be terminated at any time on sixty days'
written notice, without the payment of any penalty, by the Fund (by vote of the
Fund's Board of Directors or by vote of a majority of the Fund's outstanding
voting securities), by the Investment Adviser or by the Sub-Adviser. This
Agreement will immediately terminate in the event of its assignment. As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the meanings assigned to such
terms in the 1940 Act.
10. 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. No amendment of this Agreement shall be
effective until approved by vote of a majority of the Fund's outstanding
voting securities.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
status, rule, or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year
first above written.
CORESTATES INVESTMENT ADVISERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Date:
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ALPHA GLOBAL FIXED INCOME MANAGERS, INC.
By: /s/ Xxxxxx Xxxxxxxxx XxXxxxx
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Name: Xxxxxx Xxxxxxxxx XxXxxxx
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Title: President & Chief Executive
Officer
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