INTERNATIONAL EQUITY FUND
INVESTMENT SUB-ADVISORY CONTRACT
PITCAIRN INVESTMENT MANAGEMENT
AND
BRANDYWINE ASSET MANAGEMENT, LLC
AGREEMENT, dated as of January 1, 2003 by and between Pitcairn Investment
Management (the "Adviser"), a separately identifiable division of Pitcairn Trust
Company, a Pennsylvania corporation (the "Adviser"), and Brandywine Asset
Management, LLC, a Delaware limited liability company (the "Manager").
WHEREAS, the Pitcairn Funds (the "Trust") is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act");
WHEREAS, the Trust is and will continue to be a series fund having two or
more investment portfolios, each with its own investment objectives, policies
and restrictions;
WHEREAS, the Adviser is the investment adviser to the Trust;
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, the Investment Company Act prohibits any person from acting as an
investment adviser to a registered investment company except pursuant to a
written contract (the "Agreement"); and
WHEREAS, the Board of Trustees of the Trust and the Adviser desire to
retain the Manager to render investment advisory services to that discrete
portion of the assets of the International Equity Fund portfolio (the "Fund")
deemed appropriate from time to time by the Adviser in its discretion (the
"Portfolio"), subject to the periodic review by the Board of Trustees, in the
manner and on the terms hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and covenants hereinafter
contained, the Adviser and Manager agree as follows:
1. APPOINTMENT OF MANAGER
The Adviser hereby appoints the Manager to act as investment adviser to the
Portfolio and to furnish the investment advisory services described below,
subject to the supervision of the Trustees of the Trust and the Adviser and in
accordance with the terms and conditions of this Agreement. The Manager will be
an independent contractor and will have no authority to act for or represent the
Trust or Adviser in any way or otherwise be deemed an agent of the Trust or
Adviser except as expressly authorized in this Agreement or another writing by
and among the Trust, Adviser and the Manager.
2. SERVICES TO BE RENDERED BY THE MANAGER TO THE PORTFOLIO
A. The Manager will have full discretionary authority and will manage the
investment and reinvestment of the assets of the Portfolio and determine the
composition of the assets of the Portfolio, subject always to the direction and
control of the Trustees of the Trust and the Adviser and in accordance with the
provisions of the Trust's registration statement, as amended from time to time.
In fulfilling its obligations to manage the investment and reinvestment of the
assets of the Portfolio, the Manager will:
(i) formulate and implement a continuous investment program for the
Portfolio (a) consistent with federal and state securities laws and
regulations, the Fund's compliance manual and policies and procedures and
any written instructions of the Adviser, and the investment objectives,
policies and restrictions of the Fund as stated in the Trust's Agreement
and Declaration of Trust (as summarized in Schedule C, By-Laws, the Fund's
currently effective Prospectus and Statement of Additional Information
("SAI") as amended from time to time and provided to the Manager pursuant
to Section 2.B of this Agreement, any written instructions of the Adviser,
and in accordance with the management style identified on Schedule A, and
(b) in compliance with the requirements applicable to the management of
regulated investment companies' accounts under Subchapter M of the Internal
Revenue Code of 1986, as amended;
(ii) take whatever steps are necessary to implement the investment
program for the Portfolio by the purchase, sale and exchange of securities
and other investments, including cash, authorized under the Trust's
Agreement and Declaration of Trust, By-Laws, and the Fund's currently
effective Prospectus and SAI and provided to the Manager pursuant to
Section 2.B of this Agreement, including the placing of orders for such
purchases sales and exchanges for the account of the Trust on behalf of the
Portfolio with such brokers and dealers as the Adviser or the Manager shall
have selected; to this end, the Manager is expressly authorized as the
agent of the Trust on behalf of the Portfolio to give instructions to the
Custodian of the Trust as to deliveries of securities and payments of cash
for the account of the Trust on behalf of the Portfolio;
(iii) regularly report to the Trustees of the Trust and the Adviser
with respect to the implementation of the investment program and, in
addition, will provide such statistical information and special reports
concerning the Portfolio and/or important developments materially affecting
the investments held, or contemplated to be purchased, by the Portfolio, as
may reasonably be requested by the Adviser or the Trustees of the Trust,
and will attend Board of Trustees' meetings, as reasonably requested, to
present such information and reports to the Board;
(iv) provide information as reasonably requested by the Adviser or the
Trustees of the Trust to assist them in the determination of the fair value
of certain portfolio securities when market quotations are not readily
available for the purpose of calculating the Fund's net asset value in
accordance with procedures and methods established by the Trustees of the
Trust;
(v) establish appropriate interfaces with the Trust's administrator,
custodian, transfer agent, and other agents and representatives, and
Adviser in order to provide such
administrator and Adviser with all information reasonably requested by the
administrator and Adviser necessary to the provision of the Manager's
services hereunder to the Portfolio;
(vi) supervise and manage its employees who provide services to the
Portfolio; and
(vii) not provide any investment advice with respect to any other
portion of the Fund's assets, or consult with any other investment adviser
of the Trust that is a principal underwriter or affiliated person of a
principal underwriter concerning securities transactions of the Portfolio.
B. To facilitate the Manager's fulfillment of its obligations under this
Agreement, the Adviser will undertake the following:
(i) the Adviser agrees promptly to provide the Manager with all
amendments or supplements to the Fund's Prospectus, SAI, the Trust's
registration statement on Form N-1A ("Registration Statement"), the Trust's
Agreement and Declaration of Trust, and By-Laws, and the Trust's compliance
manual and policies and procedures;
(ii) the Adviser agrees to notify the Manager expressly in writing of
each change in the fundamental and nonfundamental investment policies of
the Fund;
(iii) the Adviser agrees to provide, directly or indirectly, the
Manager with such assistance as may be reasonably requested by the Manager
in connection with its activities pertaining to the Portfolio under this
Agreement, including information as to the general condition of the
Portfolio's affairs; and
(iv) the Adviser will promptly provide to the Manager in writing any
guidelines, policies and procedures applicable to the Manager or the Fund
adopted from time to time by the Board of Trustees of the Trust and agrees
to promptly provide the Manager with copies of all amendments thereto.
(v) the Manager shall implement any such amendment within a reasonable
time after receipt of such amendment.
C. The Manager, at its expense, will furnish: all necessary investment
and management facilities, overhead expenses and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement.
D. The Manager will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Manager will place
all necessary orders with brokers, dealers, or issuers. The Manager is directed
at all times to seek to execute brokerage transactions for the Portfolio in
accordance with such policies or practices as may be established by the Board of
Trustees and described in the Trust's currently effective Prospectus and SAI, as
amended from time to time and provided to the Manager pursuant to Section 2.B of
this Agreement, including in particular policies and procedures in accordance
with Section 17(e) and Rule 17e-1 under the Investment Company Act. In placing
orders for the purchase or sale of
investments for the Portfolio, in the name of the Trust on behalf of the
Portfolio or its nominees, the Manager shall use its best efforts to obtain for
the Portfolio the most favorable net price and best execution available,
considering all of the circumstances, and shall maintain records adequate to
demonstrate compliance with this requirement.
Subject to any appropriate policies and procedures as may from time to time
be approved by the Board of Trustees, the Manager may, to the extent authorized
by Section 28(e) of the Securities and Exchange Act of 1934, cause the Portfolio
to pay a broker or dealer that provides brokerage or research services to the
Manager an amount of commission for effecting a portfolio transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Manager determines, in good faith, that such
amount of commission is reasonable in relationship to the value of such
brokerage or research services provided viewed in terms of that particular
transaction or the Manager's overall responsibilities to the Portfolio or its
other advisory clients. To the extent authorized by Section 28(e) and the
Trust's Board of Trustees, the Manager shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of such action.
E. On occasions when the Manager deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other clients of the
Manager, the Manager, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner the Manager considers to
be the most equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients.
F. The Manager will maintain all accounts, books and records generated by
it with respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.
G. The Manager will, unless and until otherwise directed by the Adviser
or the Board of Trustees in Schedule B, vote proxies with respect to the
Portfolio's securities, and exercise rights in corporate actions or otherwise.
3. COMPENSATION OF MANAGER
The Adviser will pay the Manager, with respect to the Portfolio,
compensation as described in Schedule D.
4. LIABILITY OF MANAGER
Neither the Manager nor any of its directors, officers, shareholders, or
employees shall be liable to the Adviser or the Trust for any loss suffered by
the Adviser or the Trust resulting from its acts or omissions as Manager to the
Portfolio, except for losses to the Adviser or the Trust resulting from willful
misconduct, bad faith, or gross negligence in the performance
of, or from reckless disregard of, the duties hereunder of the Manager or any of
its directors, officers or employees. The Manager, its directors, officers,
shareholders or employees shall not be liable to the Adviser or the Trust for
any loss suffered as a consequence of any action or inaction of other service
providers to the Trust, including in failing to observe the instructions of the
Manager, unless such action or inaction of such other service providers to the
Trust is a result of the willful misconduct, bad faith or gross negligence in
the performance of, or from reckless disregard of, the duties of the Manager,
its directors, officers or employees under this Agreement.
5. INDEMNIFICATIONS
A. The Adviser shall indemnify the Manager and its controlling persons,
officers, directors, employees, agents, legal representatives and persons
controlled by it (which shall not include the Trust or any fund) (collectively,
"Manager Related Persons") to the fullest extent permitted by law against any
and all loss, damage, judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees (collectively "Losses"), incurred
by the Manager or Manager Related Persons arising from or in connection with
this Agreement or the performance by the Manager or Manager Related Persons of
its or their duties hereunder so long as such Losses arise out of the Adviser's
gross negligence, willful misconduct or bad faith in performing its
responsibilities hereunder or under its agreements with the Trust, including,
without limitation, such Losses arising under any applicable law or that may be
based upon any untrue statement of a material fact contained in the Trust's
Registration Statement, or any amendment thereof or any supplement thereto, or
the omission to state therein a material fact known or which should have been
known and was required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in reasonable
reliance upon information furnished to the Adviser or the Trust by the Manager
or a Manager Related Person specifically for inclusion in the Registration
Statement or any amendment or supplement thereto, except to the extent any such
Losses referred to in this paragraph A result from willful misfeasance, bad
faith, gross negligence or reckless disregard on the part of the Manager or a
Manager Related Person in the performance of any of its duties under, or in
connection with, this Agreement.
B. The Manager shall indemnify the Adviser and its controlling persons,
officers, directors, employees, agents, legal representatives and persons
controlled by it (collectively, "Adviser Related Persons") to the fullest extent
permitted by law against any and all Losses incurred by the Adviser or Adviser
Related Persons arising from or in connection with this Agreement or the
performance by the Adviser or Adviser Related Persons of its or their duties
hereunder so long as such Losses arise out of the Manager's gross negligence,
willful misconduct or bad faith in performing its responsibilities hereunder,
including, without limitation, such Losses arising under any applicable law or
that may be based upon any untrue statement of a material fact contained in the
Trust's Registration Statement, or any amendment thereof or any supplement
thereto or the omission to state therein a material fact known or which should
have been known and was required to be stated therein or necessary to make the
statements therein not misleading, in any case only to the extent that such
statement or omission was made in reasonable reliance upon and in accordance
with written information furnished by the Manager or Manager Related Person to
the Adviser or the Trust specifically for inclusion in the Registration
Statement or any amendment or supplement thereto, except to the extent any such
Losses referred
to in this paragraph B result from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Adviser or an Adviser
Related Person in the performance of any of its duties under, or in connection
with, this Agreement.
C. The indemnifications provided in this Section 5 shall survive the
termination of this Agreement.
6. NON-EXCLUSIVITY
The services of the Manager to the Portfolio and the Trust are not to be
deemed to be exclusive, and the Manager shall be free to render investment
advisory or other services to others (including other investment companies) and
to engage in other activities. It is understood and agreed that the directors,
officers, and employees of the Manager are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation, including other investment companies.
7. SUPPLEMENTAL ARRANGEMENTS
The Manager may enter into arrangements with other persons affiliated with
the Manager for the provision of certain personnel and facilities to the Manager
to better enable it to fulfill its duties and obligations under this Agreement.
As used in this Agreement, any reference to the "Manager" refers also to such
affiliate.
8. REGULATION
The Manager shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
The Adviser confirms that the Manager has delivered to the Adviser a copy
of the Manager's disclosure brochure as required by rules promulgated by the
Securities and Exchange Commission.
The Manager represents that the Trust is a registered investment company,
and as such is a qualified institutional buyer as defined in Rule 144A of the
Securities Act of 1933.
9. RECORDS
The records relating to the services provided under this Agreement shall be
the property of the Trust and shall be under its control; however, the Trust
shall furnish to the Manager such records and permit it to retain such records
(either in original or in duplicate form), as it shall reasonably require in
order to carry out its duties. In the event of the termination of this
Agreement, such records shall promptly be returned to the Trust by the Manager
free from any claim or retention of rights therein except that the Manager shall
be entitled to retain copies of such records as the Manager is required by law
to retain. The Manager shall keep confidential
any information obtained in connection with its duties hereunder and disclose
such information only if the Trust has authorized such disclosure or if such
disclosure is expressly required or requested by applicable federal or state
regulatory authorities.
10. DURATION OF AGREEMENT
This Agreement shall become effective with respect to the Portfolio on the
date hereof. This Agreement will continue in effect for a period more than two
years from the date set forth above only so long as such continuance is
specifically approved at least annually by the Board of Trustees or majority of
outstanding voting securities, provided that in such event such continuance
shall also be approved by the vote of a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) ("Independent
Trustees") of any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval.
11. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of any
penalty, (A) by the Adviser at the direction of the Board of Trustees, including
a majority of the Independent Trustees, (B) by the vote of a majority of the
outstanding voting securities of the Fund, on thirty (30) days' written notice
to the Adviser and the Manager, or (C) by the Adviser or Manager on thirty (30)
days' written notice to the Trust and the other party. This Agreement will
automatically terminate, without the payment of any penalty, in the event of its
assignment (as defined in the Investment Company Act) or in the event the
Investment Management Agreement between the Adviser and the Trust is assigned or
terminates for any other reason. This Agreement will also terminate upon written
notice to the other party that the other party is in material breach of this
Agreement, unless the other party in material breach of this Agreement cures
such breach to the reasonable satisfaction of the party alleging the breach
within ten (10) days after written notice.
12. PROVISION OF CERTAIN INFORMATION BY MANAGER
The Manager will promptly notify the Adviser in writing of the occurrence
of any of the following events:
A. the Manager fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Manager is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
B. the Manager is served or otherwise receives notice of any action,
suit, proceeding, inquiry, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Manager as they relate to the
Manager's responsibilities under this Agreement; and/or
C. the portfolio manager or managers of the Portfolio change or there
occurs any assignment of the Manager.
13. USE OF MANAGER'S NAME
The Adviser will not use the Manager's name (or that of any affiliate) in
Trust literature without prior written review and approval by the Manager, which
may not be unreasonably withheld or delayed.
14. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended at any time by written agreement of the
parties, which amendment must be approved by the Trustees of the Trust in the
manner required by the Investment Company Act; provided, however, that such
amendment must also be approved by the vote of a majority of the outstanding
voting securities of the Fund if so required by the Investment Company Act
subject to the provisions of Investment Company Act Release No. 25106 dated
August 9, 2001 and the subsequent order.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Fund.
16. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
17. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
provided with respect to the Manager shall be its Chief Operating Officer, and
with respect to the Adviser shall be its Corporate Counsel, unless another
person is specified in writing to the other party. Notice shall be deemed given
on the date delivered or mailed in accordance with this paragraph.
18. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
19. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Investment Company Act shall be resolved by reference to such term or provision
of the Investment Company Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
Investment Company Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," "interested persons," "assignment," and
"affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
PITCAIRN TRUST COMPANY, on behalf of
PITCAIRN INVESTMENT MANAGEMENT, a
division thereof
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and Chief
Legal Officer
BRANDYWINE ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇
Title: Chief Operating Officer
[Schedules Omitted]
1. SCHEDULE A
2. ACCOUNT INFORMATION
Client Name: Pitcairn International Equity Fund
Preferred Account Title for Reporting: Pitcairn International Equity Fund
Management Style: International Value Equity
Asset/Account Type:
ERISA ( Defined Benefit OR Defined Contribution)
PERISA ( Defined Benefit OR Defined Contribution)
▇▇▇▇-▇▇▇▇▇▇▇ Plan
Endowment
Estate/Trust
Foundation
Individual/Joint Brokerage
Individual Retirement ( Rollover)
Operating Reserves
X Other - Open-end management investment company, registered under the
Investment Company Act of 1940, as amended
Tax Status: X Taxable OR Tax-Exempt
Tax I.D.: ▇▇-▇▇▇▇▇▇▇
Plan # (ERISA/PERISA Only)
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Income Retention: Yes, unless needed for annual distributions from the Fund
pursuant to its Distribution Policy in the Compliance Manual.
Custodian: The Northern Trust Company
Contact: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇ Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address: ▇▇▇▇▇_▇_▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇▇.▇▇▇
Account Number: To be assigned
SCHEDULE B
PROXY VOTING
y Client directs Brandywine NOT to vote proxies relating to the Account.
y Proxies should be directed to: ▇▇▇▇ ▇. ▇▇▇▇▇▇ at Brandywine Asset
Management, LLC.
y Special Instructions:
Unless Client indicated otherwise on this Schedule, Brandywine will vote proxies
on behalf of the Account in accordance with the following Proxy Voting Policy.
BRANDYWINE SHALL ASSUME THE RESPONSIBILITY AND AUTHORITY WITH RESPECT TO THE
VOTING OF PROXIES FOR ALL CLIENT ACCOUNTS, UNLESS SUCH RESPONSIBILITY AND
AUTHORITY EXPRESSLY HAVE BEEN DELEGATED TO OTHERS OR RESERVED TO THE TRUSTEE OR
OTHER NAMED FIDUCIARY OF A CLIENT ACCOUNT.
WITH RESPECT TO SHARES OVER WHICH BRANDYWINE HAS VOTING AUTHORITY, BRANDYWINE
WILL NOT DECLINE TO VOTE PROXIES EXCEPT IN EXTRAORDINARY CIRCUMSTANCES. NOR WILL
BRANDYWINE ACCEPT DIRECTION FROM OTHERS WITH REGARD TO THE VOTING OF PROXIES,
ALTHOUGH BRANDYWINE WILL TAKE THE INVESTMENT GUIDELINES OF AN ACCOUNT INTO
CONSIDERATION IN DECIDING HOW TO VOTE ON A PARTICULAR ISSUE.
BRANDYWINE'S PROXY VOTING POLICY AT ALL TIMES SHALL BE DIRECTED TOWARD
MAXIMIZING THE VALUE OF THE ASSETS OF MANAGED ACCOUNTS, FOR THE BENEFIT OF THE
ACCOUNTS' ULTIMATE OWNERS/BENEFICIARIES.
IN THAT SPIRIT, PROXIES WILL NOT BE VOTED WITHOUT AN ANALYSIS OF THE UNDERLYING
ISSUES INVOLVED. ANY ITEM ON A PROXY WHICH WOULD TEND TO INHIBIT THE REALIZATION
OF MAXIMUM VALUE SHALL RECEIVE A NEGATIVE VOTE FROM BRANDYWINE. EXAMPLES OF SUCH
ITEMS WOULD BE STAGGERED TERMS FOR DIRECTORS, RESTRICTIONS AGAINST CUMULATIVE
VOTING, ESTABLISHMENT OF DIFFERENT CLASSES OF STOCK, OR ANY ACTIVITY WHICH COULD
BE VIEWED AS "POISON PILL" MANEUVERS.
ON OTHER MATTERS SPECIFIC TO A COMPANY, SUCH AS THE ELECTION OF DIRECTORS, THE
APPOINTMENT OF AUDITORS, GRANTING OF OPTIONS, REPRICING OF OPTIONS, MERGERS AND
OTHER MATERIAL ISSUES, A DECISION SHALL BE MADE IN CONJUNCTION WITH THE PRIMARY
ANALYST RESPONSIBLE FOR OVERSEEING THAT COMPANY, CONSISTENT WITH THE POLICY OF
MAXIMIZING VALUE.
A COMPLETE RECORD AND FILE OF ALL VOTES CAST, AND WHERE APPROPRIATE, THE REASON
THEREFOR, SHALL BE MAINTAINED BY BRANDYWINE.
If Brandywine is not the designated proxy voter, please indicate below who is.
Name: Title:
--------------------------------- ----------------------------------
Company:
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SCHEDULE C
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
[ ] OBJECTIVE: Long-term capital appreciation
Per Prospectus: PRINCIPAL INVESTMENT STRATEGY: Investing primarily in a
diversified portfolio of equity securities of non-U.S. issuers.
Per Prospectus: INVESTMENT STRATEGY: The International Equity Fund invests
primarily in equity securities of non-U.S. companies. Under normal market
conditions, the Fund invests at least 80% of the value of its assets in
equity securities of issuers located in at least three foreign countries.
The Fund invests primarily in developed countries, but may invest in
countries with emerging markets.
[ ] Benchmark: Per Prospectus: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital International All Country
World Free ex-U.S. Index
[ ] Guidelines:
The majority of stocks in the portfolio shall have the following
characteristics:
80% of the portfolio must be equity securities of non-U.S. issuers.
[ ] Restrictions:
Restrictions are set forth in the Fund's Prospectus, Statement of Additional
Information, Compliance Manual and any applicable provisions of the Investment
Company Act of 1940, as amended, and rules and regulations thereunder. In
addition, the Fund's custodian, The Northern Trust Company, periodically
provides a list of countries that it cannot support. Currently that list
includes issuers located in the following countries:
Russia
Lithuania
Romania
Croatia
Vietnam
Nigeria
Palestine Autonomous Area
Ukraine
Taiwan (Adviser restriction - Portfolio may hold ADRs)
The Adviser imposes the following restrictions:
No one holding, measured at the time of acquisition, comprises 5% or more of the
value of the portfolio; The portfolio shall not acquire shares of any registered
investment company, including but not limited to any exchange traded funds such
as ishares;
[ ] Other Instructions:
Periodic compliance reports will be sent to Brandywine for completion.
SCHEDULE D
FEES