EXHIBIT (d)(ii)(10)(B)
UNDISCOVERED MANAGERS FUNDS
AMENDED AND RESTATED SUB-ADVISORY AGREEMENT
(UM INTERNATIONAL SMALL CAP EQUITY FUND)
This Amended and Restated Sub-Advisory Agreement (this "Agreement")
entered into as of January 1, 2002 by and among Undiscovered Managers, LLC, a
Delaware limited liability company (the "Manager"), Nordea Securities, Inc., a
Delaware corporation ("Nordea Securities"), Nordea Investment Management North
America, Inc., a Delaware corporation ("Nordea Investment Management" or the
"Sub-Adviser"), and solely as to Section 8 and the penultimate sentence of
Section 1.a, Undiscovered Managers Funds (the "Trust"), on behalf of its UM
International Small Cap Equity Fund (the "Series"), amends and restates the
Sub-Advisory Agreement dated as of August 1, 2001 (the "Original Sub-Advisory
Agreement") by and among the Manager, Nordea Securities and the Trust.
WHEREAS, the Manager has entered into a Management Agreement dated
August 1, 2001 (the "Management Agreement") with the Trust, pursuant to which
the Manager provides portfolio management and administrative services to the
Series;
WHEREAS, the Management Agreement provides that the Manager may
delegate any or all of its portfolio management responsibilities under the
Management Agreement to one or more sub-advisers;
WHEREAS, the Manager retained Nordea Securities in the Original
Sub-Advisory Agreement to render portfolio management services;
WHEREAS, as of the date first above written Nordea Securities has
reorganized and transferred its investment management business to Nordea
Investment Management, a corporation under common control with Nordea
Securities; and
WHEREAS, the Manager desires to retain Nordea Investment Management to
render portfolio management services on the same terms and conditions as the
Manager retained Nordea Securities in the Original Sub-Advisory Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Manager, Nordea Securities, Nordea Investment
Management and the Trust agree as follows:
1. Sub-Advisory Services.
a. The Sub-Adviser shall, subject to the supervision of the
Manager and in cooperation with any administrator appointed by the Manager (the
"Administrator"), manage the investment and reinvestment of the assets of the
Series. The Sub-Adviser shall manage the Series in conformity with (1) the
investment objective, policies and restrictions of the Series set
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forth in the Trust's prospectus and statement of additional information relating
to the Series provided to the Sub-Adviser in accordance with Section 2.a hereof,
(2) any changes in, or any additional, policies or guidelines established by the
Manager or by the Trust's trustees that have been furnished in writing to the
Sub-Adviser in accordance with Section 2.a hereof and (3) the provisions of the
Internal Revenue Code (the "Code") applicable to "regulated investment
companies" (as defined in Section 851 of the Code), all as from time to time in
effect (collectively, the "Policies"), and with all applicable provisions of
law, including without limitation all applicable provisions of the Investment
Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder.
Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and
without prior consultation with the Manager, to buy, sell, lend and otherwise
trade in any stocks, bonds and other securities and investment instruments on
behalf of the Series, without regard to the length of time the securities have
been held and the resulting rate of portfolio turnover or any tax
considerations; and the majority or the whole of the Series may be invested in
such proportions of stocks, bonds, other securities or investment instruments,
or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing
provisions of this Section 1.a, however, the Sub-Adviser shall, upon written
instructions from the Manager, effect such portfolio transactions for the Series
as the Manager shall determine are necessary in order for the Series to comply
with the Policies; and the Manager hereby agrees to hold the Sub-Adviser
harmless from any loss, damage or liability that may result from the
Sub-Adviser's action in reliance upon or pursuant to any such written
instructions from the Manager.
b. The Sub-Adviser shall furnish the Manager and the
Administrator monthly, quarterly and annual reports concerning portfolio
transactions and performance of the Series in such form as may be mutually
agreed upon, and agrees to review the Series and discuss the management of the
Series with representatives or agents of the Manager, the Administrator or the
Trust at their reasonable request. The Sub-Adviser shall permit all books and
records that it maintains with respect to the Series to be inspected and audited
by the Manager and the Administrator at all reasonable times during normal
business hours, upon reasonable notice. The Sub-Adviser shall also provide the
Manager, the Administrator or the Trust with such other information and reports
as may reasonably be requested by the Manager, the Administrator or the Trust
from time to time, including without limitation all material as reasonably may
be requested by the trustees of the Trust pursuant to Section 15(c) of the 1940
Act.
c. The Sub-Adviser shall provide to the Manager a copy of the
Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission and
as amended from time to time and a list of the persons whom the Sub-Adviser
wishes to have authorized to give written and/or oral instructions to custodians
of assets of the Series.
d. The Sub-Adviser shall be bound by the Code of Ethics of
Undiscovered Managers Funds as such Code of Ethics is amended or superseded from
time to time, or such other Code of Ethics adopted by the Sub-Adviser that meets
the requirements of Rule 17j-1 under the 1940 Act and that has been approved by
the Trust.
2. Obligations of the Manager.
a. The Manager shall provide (or cause the Trust's custodian
to provide) timely information to the Sub-Adviser regarding such matters as the
composition of assets in the
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Series, cash requirements and cash available for investment in the Series, and
all other information as may be reasonably necessary for the Sub-Adviser to
perform its responsibilities hereunder, including without limitation the
documents and information described in Section 1.a hereof.
b. The Manager has furnished the Sub-Adviser a copy of the
prospectus and statement of additional information of the Series and agrees
during the continuance of this Agreement to furnish the Sub-Adviser copies of
any revisions or supplements thereto at, or, if practicable, before the time the
revisions or supplements become effective. The Manager agrees to furnish the
Sub-Adviser with minutes of meetings of the trustees of the Trust applicable to
the Series to the extent they may affect the duties of the Sub-Adviser, and with
copies of all financial statements and reports made available by the Series to
its shareholders, and any further materials or information which the Sub-Adviser
may reasonably request to enable it to perform its functions under this
Agreement.
3. Custodian. The Manager shall provide the Sub-Adviser with a copy of the
Series' agreement with the custodian designated to hold the assets of the Series
(the "Custodian") and any modifications thereto (the "Custody Agreement"),
copies of such modifications to be provided to the Sub-Adviser a reasonable time
in advance of the effectiveness of such modifications. The assets of the Series
shall be maintained in the custody of the Custodian identified in, and in
accordance with the terms and conditions of, the Custody Agreement (or any
sub-custodian properly appointed as provided in the Custody Agreement). The
Sub-Adviser shall have no liability for the acts or omissions of the Custodian,
unless such act or omission is required by and taken in reliance upon
instructions given to the Custodian by a representative of the Sub-Adviser
properly authorized to give such instructions under the Custody Agreement. Any
assets added to the Series shall be delivered directly to the Custodian by the
Trust or its agents.
4. Expenses. Except for expenses specifically assumed or agreed to be paid by
the Sub-Adviser pursuant hereto, the Sub-Adviser shall not be liable for any
expenses of the Manager or the Trust including, without limitation, (a) interest
and taxes, (b) brokerage commissions and other costs in connection with the
purchase or sale of securities or other investment instruments with respect to
the Series, and (c) custodian fees and expenses. The Sub-Adviser will pay its
own expenses incurred in furnishing the services to be provided by it pursuant
to this Agreement.
5. Purchase and Sale of Assets. Absent instructions from the Manager to the
contrary, the Sub-Adviser shall place all orders for the purchase and sale of
securities for the Series with brokers or dealers selected by the Sub-Adviser,
which may include brokers or dealers affiliated with the Sub-Adviser, provided
such orders comply with Rule 17e-1 under the 1940 Act in all respects. To the
extent consistent with applicable law, purchase or sell orders for the Series
may be aggregated with contemporaneous purchase or sell orders of other clients
of the Sub-Adviser. The Sub-Adviser shall use its best efforts to obtain
execution of transactions for the Series at prices which are advantageous to the
Series and at commission rates that are reasonable in relation to the benefits
received. However, the Sub-Adviser may select brokers or dealers on the basis
that they provide brokerage, research or brokerage-related or research-related
services or products to the Series and/or other accounts serviced by the
Sub-Adviser. To the extent consistent with applicable law, the Sub-Adviser may
pay a broker or dealer an amount of
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commission for effecting a securities transaction in excess of the amount of
commission or dealer spread another broker or dealer would have charged for
effecting that transaction if the Sub-Adviser determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research products and/or services provided by such broker or dealer. This
determination with respect to brokerage and research services or products may be
viewed in terms of either that particular transaction or the overall
responsibilities that the Sub-Adviser and its affiliates have with respect to
the Series or to accounts over which they exercise investment discretion. Not
all such services or products need be used by the Sub-Adviser in managing the
Series.
6. Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser hereunder,
the Manager shall pay the Sub-Adviser compensation at the annual rate of 0.80%
of the first $200 million of the Series' average daily net assets, 0.75% of the
next $100 million of such assets and 0.70% of such assets in excess of $300
million. Such compensation shall be payable monthly in arrears or at such other
intervals, not less frequently than quarterly, as the Manager is paid by the
Series pursuant to the Management Agreement. The Manager may from time to time
waive or agree to defer the compensation it is entitled to receive from the
Trust; however, any such waiver or deferral will have no effect on the Manager's
obligation to pay the Sub-Adviser the compensation provided for herein.
7. Non-Exclusivity. The Manager and the Series agree that the services of the
Sub-Adviser are not to be deemed exclusive and that the Sub-Adviser and its
affiliates are free to act as investment manager and provide other services to
various investment companies and other managed accounts, except as the
Sub-Adviser and the Manager may otherwise agree from time to time in writing
before or after the date hereof. This Agreement shall not in any way limit or
restrict the Sub-Adviser or any of its directors, officers, employees or agents
from buying, selling or trading any securities or other investment instruments
for its or their own account or for the account of others for whom it or they
may be acting, provided that such activities do not adversely affect or
otherwise impair the performance by the Sub-Adviser of its duties and
obligations under this Agreement. The Manager and the Series recognize and agree
that the Sub-Adviser may provide advice to or take action with respect to other
clients, which advice or action, including the timing and nature of such action,
may differ from or be identical to advice given or action taken with respect to
the Series. The Sub-Adviser shall for all purposes hereof be deemed to be an
independent contractor and shall, unless otherwise provided or authorized, have
no authority to act for or represent the Trust or the Manager in any way or
otherwise be deemed an agent of the Trust or the Manager.
8. Liability. Except as may otherwise be provided by the 1940 Act or other
federal securities laws, neither the Sub-Adviser nor any of its officers,
directors, employees or agents (the "Indemnified Parties") shall be subject to
any liability to the Manager, the Trust, the Series or any shareholder of the
Series for any error of judgment, any mistake of law or any loss arising out of
any investment or other act or omission in the course of, connected with, or
arising out of any service to be rendered under this Agreement, except by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties or by reason of reckless disregard by the Sub-Adviser of
its obligations and duties hereunder.
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9. Effective Date and Termination. This Agreement shall become effective as of
the date of its execution, and
a. unless otherwise terminated, this Agreement shall continue
in effect for two years from the date of the Original Sub-Advisory Agreement,
and from year to year thereafter so long as such continuance 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 Series, and (ii) by
vote of a majority of the trustees of the Trust who are not interested persons
of the Trust, the Manager or the Sub-Adviser, cast in person at a meeting called
for the purpose of voting on such approval;
b. this Agreement may at any time be terminated on sixty days'
written notice to the Sub-Adviser by the Manager, by vote of the Board of
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Series; and
c. this Agreement shall automatically terminate in the event
of its assignment by the Sub-Adviser.
Termination of this Agreement pursuant to this Section 9 shall be
without the payment of any penalty.
10. Amendment. This Agreement may be amended at any time by mutual consent of
the Manager and the Sub-Adviser, provided that, if required by law, such
amendment shall also have been approved by vote of a majority of the outstanding
voting securities of the Series and by vote of a majority of the trustees of the
Trust who are not interested persons of the Trust, the Manager or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval.
11. Certain Definitions. For the purpose of this Agreement, the terms "vote of a
majority of the outstanding voting securities," "interested person," "affiliated
person" and "assignment" shall have their respective meanings defined in the
1940 Act and the rules thereunder, subject, however, to such exemptions as may
be granted by the Securities and Exchange Commission under the 1940 Act.
12. General.
a. If any term or provision of this Agreement or the
application thereof to any person or circumstances 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.
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UNDISCOVERED MANAGERS, LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and CEO
NORDEA SECURITIES, INC.
By:
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▇▇▇▇▇▇ ▇▇▇
President
NORDEA INVESTMENT MANAGEMENT
NORTH AMERICA, INC.
By:
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▇▇▇▇▇▇ ▇▇▇
President
Party hereto only as to Section 8 and as to
the penultimate sentence of Section 1.a:
UNDISCOVERED MANAGERS FUNDS
on behalf of its UM International Small
Cap Equity Fund
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
A copy of the Agreement and Declaration of Trust establishing
Undiscovered Managers Funds (the "Trust") is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed with respect to the Trust's UM International Small Cap Equity Fund
series (the "Series") on behalf of the Trust by officers of the Trust as
officers and not individually and that the obligations of or arising out of this
Agreement are not binding upon any of the trustees, officers or shareholders of
the Trust individually but are binding only upon the assets and property
belonging to the Series.
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