▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL SERIES
▇▇▇▇ ▇▇▇▇▇▇▇ International Classic Value
Sub-Investment Management Contract
Dated February 28, 2006
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL SERIES
on behalf of:
▇▇▇▇ ▇▇▇▇▇▇▇ International Classic Value
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Pzena Investment Management, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Sub-Investment Management Contract
Ladies and Gentlemen:
▇▇▇▇ ▇▇▇▇▇▇▇ Capital Series (the "Trust") has been organized as a business
trust under the laws of The Commonwealth of Massachusetts to engage in the
business of an investment company. The Trust's shares of beneficial interest may
be classified into series, each series representing the entire undivided
interest in a separate portfolio of assets. Series may be established or
terminated from time to time by action of the Board of Trustees of the Trust.
The Board of Trustees has established several series of the Trust, including
▇▇▇▇ ▇▇▇▇▇▇▇ International Classic Value (the "Fund").
The Trustees have selected ▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, LLC (the "Adviser") to
provide overall investment advice and management for the Fund, and to provide
certain other services, under the terms and conditions provided in the
Investment Management Contract, dated as of the date hereof, between the Trust,
the Fund and the Adviser (the "Investment Management Contract").
The Adviser and the Trustees have selected Pzena Investment Management, LLC
(the "Sub-Adviser") to provide the Adviser and the Fund with the investment
management and advisory services set forth below, and the Sub-Adviser is willing
to provide such services, subject to the review of the Trustees and overall
supervision of the Adviser, under the terms and conditions set forth in this
agreement (the "Agreement"). The Sub-Adviser hereby represents and warrants that
it is registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act"). Accordingly, the Trust, on behalf of the
Fund, and the Adviser agree with the Sub-Adviser as follows:
1. Investment Services. The Sub-Adviser will use its best efforts to provide
to the Fund continuing and suitable investment management and advisory services,
consistent with the investment policies, objectives and restrictions of the Fund
as set forth in the Fund's Prospectus and Statement of Additional Information.
In the performance of the Sub-Adviser's duties hereunder, subject always to the
Trust's and the Fund's organizational documents as amended from time to time and
the limitations set forth in the Registration Statement of the Trust, on behalf
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of the Fund, as in effect from time to time under the Securities Act of 1933, as
amended (the "1933 Act"), and the Investment Company Act of 1940, as amended
(the "1940 Act"), the Sub-Adviser will, have full discretionary authority over
investments of the Fund. In performing the Sub-Adviser's obligations hereunder,
the Sub-Adviser shall comply with the provisions of the Declaration of Trust and
By-laws, the 1940 Act, Advisers Act, the 1933 Act, the Securities Exchange Act
of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the rules
and regulations promulgated under such statutes and the investment objectives,
policies and restrictions of the Fund, as each of the same shall be from time to
time in effect as set forth in the Fund's then current Prospectus and Statement
of Additional Information. The Sub-Adviser shall use its best efforts to cause
the Fund to comply with the requirements of Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company. The Sub-Adviser shall also comply with such policies,
guidelines, procedures and instructions as the Adviser or the Trustees may from
time to time establish and deliver in writing to the Sub-Adviser. No supervisory
activity undertaken by the Adviser shall limit the Sub-Adviser's full
discretionary authority over investments or the Sub-Advisors responsibility for
any of the foregoing. However, no reference in this Agreement to the Sub-Adviser
having full discretionary authority over the Fund's investments shall in any way
limit the right of the Adviser, in its sole discretion, to establish or revise
policies in connection with the management of the Fund's assets or to otherwise
exercise its right to control the overall management of this Fund's assets.
The Sub-Adviser will, at its own expense:
(a) furnish the Adviser and the Fund with investment management and advisory
services, consistent with the investment policies, objectives and restrictions
of the Fund as set forth in the Fund's Prospectus and Statement of Additional
Information, with respect to the purchase, holding and disposition of portfolio
securities and other investments; in this regard, the Sub-Advisor shall have
full power and authority to invest the Fund's assets in any securities or other
instruments and to cause the Fund to enter into any other investment
transactions, including swap, options and future transactions, in each case as
may be permitted by the policies, objectives and restrictions from time-to-time
in effect;
(b) from time to time at the reasonable request of the Adviser, consult with
the Adviser and the Fund with advice as to the manner in which specific voting
rights, subscription rights, rights to consent to corporate action and any other
rights pertaining to the Fund's assets shall be exercised, the Fund having the
responsibility to exercise such voting and other rights. Unless the Adviser and
Sub-Adviser otherwise agree in writing, the Adviser shall be solely responsible
for exercising such rights with respect to the Fund's portfolio securities;
(c) furnish the Adviser and the Fund with research, economic and statistical
data in connection with the Fund's investments and investment policies, which
are consistent with the past practices of the Sub-Adviser with respect to the
Fund regarding research, economics and statistical data;
(d) submit such reports relating to the valuation of the Fund's securities
as the Trustees may reasonably request and to monitor the value of any security
that is priced at fair value in accordance with the Fund's valuation procedures
and immediately report to the Adviser any change in such fair value;
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(e) from time to time or at any time as reasonably requested by the Adviser
or the Trustees, make reports to the Adviser or the Trust of the Sub-Adviser's
performance of the foregoing services and the compliance by the Fund with
applicable statutory and regulatory requirements relating to the management of
the Fund's assets and the Fund's investment objectives, policies and
restrictions and upon request, with at least 24 hours advance notice, to make
the Sub-Adviser's records and premises to the extent that they relate to the
conduct of services provided to the Fund available for compliance audits by the
Adviser or the Fund's accountants or counsel; in this regard, the Fund and the
Adviser acknowledge that the Sub-Adviser shall have no obligations to make
available proprietary information unrelated to the services provided to the Fund
or any information related to other clients of the Sub-Adviser, except to the
extent necessary for the Adviser to confirm the absence of any conflict of
interest and compliance with any laws, rules or regulations in the management of
the Fund;
(f) subject to the supervision of the Adviser, maintain all books and
records relating to the Sub-Adviser's responsibilities with respect to the
Fund's securities transactions required by the 1940 Act, and preserve such
records for the periods prescribed therefor by the 1940 Act (the Sub-Adviser
agrees that such records are the property of the Trust and copies will be
surrendered to the Trust promptly upon request therefor); in this regard, the
Fund and the Adviser acknowledge that the Adviser shall have primary
responsibility for the maintenance of trading related records required by the
1940 Act since, in accordance with Section 1(i) hereof, all trades are required
to be processed by and through the Adviser's trading desk without assistance
from or consultation with the Sub-Adviser;
(g) cooperate with and provide reasonable assistance to the Adviser, the
Fund, the Fund's custodian and foreign sub-custodians, the Fund's pricing agents
and all other agents and representatives of the Fund and the Adviser, furnish
such information with respect to the Fund as they may reasonably request from
time to time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate interfaces
with each so as to promote the efficient exchange of information and compliance
with applicable laws and regulations;
(h) cooperate generally with the Fund and the Adviser to provide information
reasonably requested by the Adviser which is necessary for the preparation of
registration statements and periodic reports to be filed with the Securities and
Exchange Commission, including Form N-1A, periodic statements, shareholder
communications and proxy materials furnished to holders of shares of the Fund,
filings with state "blue sky" authorities and with United States agencies
responsible for tax matters, and other reports and filings of like nature; and
(i) the Sub-Adviser shall place all trades for the Fund through the
Adviser's trading desk. The Adviser shall have complete authority to determine
the brokers or dealers through which any trade by the Fund is placed and as to
the timing and manner of the execution of any such trade. Accordingly, the Fund
and the Adviser acknowledge that the Adviser and not the Sub-Adviser shall have
full responsibility for the compliance of such execution services with
applicable laws, rules and regulations.
2. Expenses Paid by the Sub-Adviser. The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its obligations
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under this Agreement, the expenses of office rent, telephone, telecommunications
and other facilities it is obligated to provide in order to perform the services
specified in Section 1, and any other expenses incurred by it in connection with
the performance of its duties hereunder.
3. Expenses of the Fund Not Paid by the Sub-Adviser. The Sub-Adviser will
not be required to pay any expenses of the Fund which this Agreement does not
expressly make payable by the Sub-Adviser. In particular, and without limiting
the generality of the foregoing but subject to the provisions of Section 2, the
Sub-Adviser will not be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of independent advisers,
independent contractors, consultants, managers and other agents employed by the
Trust or the Fund other than through the Sub-Adviser;
(b) legal, accounting and auditing fees and expenses of the Trust or the
Fund;
(c) the fees and disbursements of custodians and depositories of the Trust
or the Fund's assets, transfer agents, disbursing agents, plan agents and
registrars;
(d) taxes and governmental fees assessed against the Trust or the Fund's
assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions, reports,
notices and proxy materials to shareholders of the Trust or the Fund, except
that the Sub-Adviser shall bear the costs of providing the information referred
to in Section 1(i) to the Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset value of the
shares of the Fund.
4. Compensation of the Sub-Adviser. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Sub-Adviser as herein
provided to the Fund, the Adviser will pay the Sub-Adviser quarterly in arrears,
within 5 business days after the end of each quarter, a fee equal to ____% of
the average daily net asset value of the fund.
The Sub-Adviser will receive a pro rata portion of any such fee for any
periods in which the Sub-Adviser advises the Fund for less than a full quarter.
The Fund shall not be liable to the Sub-Adviser for the Sub-Adviser's
compensation hereunder.
5. Other Activities of the Sub-Adviser and Its Affiliates. Nothing herein
contained shall prevent the Sub-Adviser or any associate of the Sub-Adviser from
engaging in any other business or from acting as investment adviser or
investment manager for any other person or entity. It is understood that
officers, directors and employees of the Sub-Adviser or its affiliates may
continue to engage in providing portfolio management services and advice to
other investment companies, whether or not registered, to other investment
advisory clients of the Sub-Adviser or its affiliates and to said affiliates
themselves.
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6. Avoidance of Inconsistent Position. In connection with purchases or sales
of portfolio securities for the account of the Fund, neither the Sub-Adviser nor
any of its investment management subsidiaries nor any of such investment
management subsidiaries' directors, officers or employees will act as principal
or agent or receive any commission, except as may be permitted by the 1940 Act
and rules and regulations promulgated thereunder. The Sub-Adviser shall not
knowingly recommend that the Fund purchase, sell or retain securities of any
issuer in which the Sub-Adviser has a financial interest (other than in its
capacity as an investment adviser) without obtaining prior approval of the
Adviser prior to the execution of any such transaction.
Nothing herein contained shall limit or restrict the Sub-Adviser or any of
its officers, affiliates or employees from buying, selling or trading in any
securities for its or their own account or accounts or for the accounts of
clients other than the Fund. The Trust and Fund acknowledge the Sub-Adviser and
its officers, affiliates, and employees, and its other clients may at any time
have, acquire, increase, decrease or dispose of positions in investments which
are at the same time being acquired or disposed of hereunder. The Sub-Adviser
shall have no obligation to acquire with respect to the Fund, a position in any
investment which the Sub-Adviser, its officers, affiliates or employees may
acquire for its or their own accounts or for the account of another client, if
in the sole discretion of the Sub-Adviser, it is not feasible or desirable to
acquire a position in such investment on behalf of the Fund. Nothing herein
contained shall prevent the Sub-Adviser from purchasing or recommending the
purchase of a particular security for one or more funds or clients, including
the Fund, while other funds or clients, including the Fund, may be selling the
same security.
7. No Partnership or Joint Venture. The Trust, the Fund, the Adviser and the
Sub-Adviser are not partners of or joint venturers with each other and nothing
herein shall be construed so as to make them such partners or joint venturers or
impose any liability as such on any of them. The Sub-Adviser is an independent
contractor and is not an agent of either the Adviser or the Fund.
8. Name of the Trust and the Fund. The Trust and the Fund may use the name
"▇▇▇▇ ▇▇▇▇▇▇▇" or any name or names derived from or similar to the names "▇▇▇▇
▇▇▇▇▇▇▇ Advisers, Inc." or "▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company" only for so
long as the Investment Management Contract remains in effect. At such time as
such agreement shall no longer be in effect, the Trust and the Fund will (to the
extent that they lawfully can) cease to use such a name or any other name
indicating that the Fund is advised by or otherwise connected with the Adviser.
The Fund acknowledges that it has adopted the name ▇▇▇▇ ▇▇▇▇▇▇▇ International
Classic Value through permission of ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company, a
Massachusetts insurance company, and agrees that ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance
Company reserves to itself and any successor to its business the right to grant
the nonexclusive right to use the name "▇▇▇▇ ▇▇▇▇▇▇▇" or any similar name or
names to any other corporation or entity, including but not limited to any
investment company of which ▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Company or any
subsidiary or affiliate thereof shall be the investment adviser.
9. Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be
liable to the Adviser Indemnitees (as defined below) for any losses, claims,
damages, liabilities or litigation (including legal and other expenses) incurred
or suffered by an Adviser Indemnitee as a result of any error of judgment or
mistake of law by the Sub-Adviser with respect to the Fund, except that nothing
5
in this Agreement shall operate or purport to operate in any way to exculpate,
waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall
indemnify and hold harmless the Adviser, the Trust, the Fund and all affiliated
persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all
controlling persons (as described in Section 15 of the 1933 Act) (collectively,
the "Adviser Indemnitees") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses) to
which any of the Adviser Indemnities may become subject under the 1933 Act, the
1940 Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (a) the Sub-Adviser's negligent or willful
conduct causing the Fund to be in violation of any applicable federal or state
law, rule or regulation or any investment policy or restriction set forth in the
Fund's Prospectus or Statement of Additional Information or any written
policies, procedures, guidelines or instructions provided in writing to the
Sub-Adviser by the Trustees or the Adviser, (b) the Sub-Adviser's negligence or
willful conduct causing the Fund to fail to satisfy the requirements of
Subchapter M of the Code for qualification as a regulated investment company, or
(c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence
generally in the performance of its duties hereunder or its reckless disregard
of its obligations and duties under this Agreement.
10. Duration and Termination of this Agreement. This Agreement shall remain
in force until February 27, 2008, provided that this Agreement shall terminate
unless its continuance is approved prior to February 27, 2008 and annually
thereafter in the manner required by the 1940 Act or the rules and interpretive
positions of the Securities and Exchange Commission under the 1940 Act. This
Agreement may, on 10 days' written notice, be terminated at any time without the
payment of any penalty by the Trust or the Fund by vote of a majority of the
outstanding voting securities of the Fund, by the Trustees or the Adviser and
may be terminated upon 30 days written notice by the Sub-Adviser. Termination of
this Agreement with respect to the Fund shall not be deemed to terminate or
otherwise invalidate any provisions of any contract between the Sub-Adviser and
any other series of the Trust or between the Sub-Adviser and the Adviser. This
Agreement shall automatically terminate in the event of its assignment or upon
termination of the Investment Management Contract. In interpreting the
provisions of this Section 10, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "assignment," "interested person" or
"voting security"), shall be applied. Within five (5) business days of any
termination, Adviser shall pay to Sub-Adviser in cash the amount of all accrued
and unpaid fees under this Agreement. All trades placed by the Sub-Adviser with
the Adviser's trading desk prior to the time of termination of this Agreement,
but not yet executed at the time of termination, shall be the sole
responsibility of the Adviser.
11. 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, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Agreement shall be effective until
approved in the manner required by the 1940 Act or the rules and interpretive
positions of the Securities and Exchange Commission under the 1940 Act.
12. Provision of Certain Information by the Sub-Adviser. The Sub-Adviser
will promptly notify the Adviser in writing of the occurrence of any of the
following events:
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(a) the Sub-Adviser fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the Sub-Adviser
is required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
(b) the Sub-Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court, public board, or body, involving the affairs of the Fund (excluding
class action suits in which the Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the compliance by
the Sub-Adviser with the federal or state securities laws;
(c) the controlling stockholder or executive committee of the Sub-Adviser
changes, there is otherwise an actual change in control (whether through sale of
all or substantially all the assets of the Sub-Adviser or a material change in
management of the Sub-Adviser) or an "assignment" (as defined in the ▇▇▇▇ ▇▇▇)
has or is proposed to occur;
(d) any occurrence of any event that would disqualify the Sub-Adviser under
applicable law from serving as a Sub-Adviser with respect to the Fund; or
(e) any representation of the Sub-Adviser under this Agreement is no longer
true in all material respects.
13. Representations and Acknowledgements of Sub-Adviser. (a) The Sub-Adviser
hereby warrants and represents to the Adviser that (i) it has obtained all
applicable licenses, permits, registrations and approvals that may be required
in order to serve in its designated capacities with respect to the Fund,
including, but not limited to registration under the Advisers Act, and shall
continue to keep current such license, permits, registrations and approvals for
so long as this Agreement is in effect; (ii) it is not prohibited by the
Advisers Act or other applicable laws and regulations from performing the
services contemplated by this Agreement; and (iii) this Agreement has been duly
and validly authorized, executed and delivered on behalf of the Sub-Adviser and
is a valid and binding agreement of the Sub-Adviser enforceable against it in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and limitations on the availability of equitable
remedies.
(b) The Sub-Adviser represents that it has provided the Adviser with a
complete copy of its Form ADV as currently in effect and will promptly provide
the Adviser with copies of all amendments and supplements thereto. Such ADV, as
amended and supplemented from time to time, does not and shall not contain a
material misstatement of the information required to be stated therein.
14. Representations and Acknowledgements of Adviser. (a) The Adviser hereby
warrants and represents to the Sub-Adviser that (i) it has obtained all
applicable licenses, permits, registrations and approvals that may be required
in order to serve in its designated capacities with respect to the Fund,
including, but not limited to registration under the Advisers Act, and shall
continue to keep current such license, permits, registrations and approvals for
so long as this Agreement is in effect; and (ii) this Agreement has been duly
and validly authorized, executed and delivered on behalf of the Adviser and is a
valid and binding agreement of the Adviser enforceable against it in accordance
with its terms, except as enforceability may be limited by bankruptcy,
7
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and limitations on the availability of equitable remedies.
(b) The Adviser represents that it has provided the Sub-Adviser with a
complete copy of its Form ADV as currently in effect and will promptly provide
the Sub-Adviser with copies of all amendments and supplements thereto. Such ADV,
as amended and supplemented from time to time, does not and shall not contain a
material misstatement of the information required to be stated therein.
(c) The Adviser has reviewed the Registration Statement, and any amendments
or supplements thereto, of the Fund as filed with the Securities and Exchange
Commission and represents and warrants that with respect to disclosure about the
Adviser or information relating directly or indirectly to the Adviser, such
Registration Statement, amendment and/or supplement contain, as of the date
thereof, no untrue statement of any material fact and does not omit any
statement of material fact that was required to be stated therein or necessary
to make the statements contained therein not misleading.
(d) The Adviser acknowledges that it has received from the Sub-Adviser a
copy of the Sub-Adviser's Form ADV.
15. Representations and Acknowledgements of the Fund. The Trust, on behalf
of the Fund, hereby warrants and represents to the Sub-Adviser that (a) it is
registered as an open-end investment Company under the 1940 Act; (b) the
investment objectives, policies and restrictions set forth in the current
prospectus and additional information of the Fund are accurate in all material
respects and may be relied upon by the Sub-Adviser in managing the Fund's
investments; (c) the Fund has taken all actions with respect to the approvals of
the Investment Management Contract and this Agreement required by the 1940 Act;
and (d) this Agreement has been duly and validly authorized, executed and
delivered on behalf of the Fund and is a valid and binding agreement of the
Sub-Adviser enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and limitations
on the availability of equitable remedies.
16. Insurance. The Sub-Adviser will maintain at all times insurance coverage
for errors and omissions in an amount of coverage not less than $2 million
(including a deductible not in excess of $150,000) and other terms to which the
Adviser shall not reasonably object.
17. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
18. Severability. The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be deemed invalid or unenforceable in whole or in part.
19. Miscellaneous. (a) The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The name ▇▇▇▇ ▇▇▇▇▇▇▇ Capital Series is the
8
designation of the Trustees under the Amended and Restated Declaration of Trust
dated February 28, 1992, as amended from time to time. The Declaration of Trust
has been filed with the Secretary of The Commonwealth of Massachusetts. The
obligations of the Trust and the Fund are not personally binding upon, nor shall
resort be had to the private property of, any of the Trustees, shareholders,
officers, employees or agents of the Fund, but only the Fund's property shall be
bound. The Trust or the Fund shall not be liable for the obligations of any
other series of the Trust.
(b) Any information supplied by the Sub-Adviser, which is not otherwise in
the public domain, in connection with the performance of its duties hereunder is
to be regarded as confidential and for use only by the Trust, on behalf of the
Fund, and/or its agents, and only in connection with the Fund and its
investments. Any information supplied by the Trust or the Adviser, which is not
otherwise in the public domain, in connection with the Fund or the Adviser is to
be regarded as confidential and for use only by the Sub-Adviser and/or its
agents, and only in connection with the Sub-Adviser's services under this
Agreement. Any party in receipt of confidential information shall use reasonable
precautions (substantially identical to those used in safeguarding of its own
confidential information) that its directors/trustees, officers, employees and
advisors abide by these confidentiality provisions. Each of the Trust, the
Adviser and the Sub-Adviser acknowledge that the restrictions contained in this
Section 19(b) are necessary for the protection of the business of the other
parties hereto and are considered to be reasonable for such purpose. Each of the
Trust, the Adviser and Sub-Adviser agree that any breach of this Section 19(b)
is likely to cause the other parties hereto substantial and irrevocable damage
and therefore, in the event of such breach, in addition to any other remedies it
may have at law or in equity, the non-breach party shall be entitled to specific
performance and other injunctive relief. The provisions of this Section 19(b)
shall survive any termination of this Agreement.
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(c) This Agreement represents the entire agreement between the parties
hereto with respect to the subject matter hereof and supercedes all prior oral
and written negotiations, commitments and understandings between the parties;
provided that this Agreement shall not supercede or modify the obligations of
the Adviser and the Sub-Adviser under the Master Agreement dated August 23, 2002
as amended September 16, 2002, between the Adviser and the Subadviser, which
obligations shall remain in full force and effect.
Yours very truly,
▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL SERIES, on behalf
of ▇▇▇▇ ▇▇▇▇▇▇▇ International Classic Value
By: ___________________________________
The foregoing contract
is hereby agreed to as
of February 28, 2006
▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, LLC
By: ______________________________________
PZENA INVESTMENT MANAGEMENT, LLC
By: ____________________________
Name:
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