▇▇▇▇▇▇ FUNDS
SUBMANAGEMENT CONTRACT
This SubManagement Contract is dated as of February 27, 2014
between ▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC, a Delaware limited
liability company (the Manager) and ▇▇▇▇▇▇ INVESTMENTS LIMITED, a
company organized under the laws of England and Wales (the
SubManager).
WHEREAS, the Manager is the investment manager of each of
the investment companies registered under the United States
Investment Company Act of 1940, as amended, that are identified
on Schedule A hereto, as it may from time to time be amended by
the Manager (the Funds), and a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended
WHEREAS, the SubManager is licensed as an investment manager
by the Financial Conduct Authority of the United Kingdom (the
FCA) and
WHEREAS, the Manager desires to engage the SubManager from
time to time to manage a portion of certain of the Funds
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows
1. SERVICES TO BE RENDERED BY SUBMANAGER.
(a) The SubManager, at its expense, will furnish
continuously an investment program for that portion of any Fund
the management of which is allocated from time to time by the
Manager to the SubManager (an Allocated Sleeve). The Manager
shall, in its sole discretion, determine which Funds will have an
Allocated Sleeve and the amount of assets allocated from time to
time to each such Allocated Sleeve provided that, with respect to
any Fund, the Trustees of such Fund must have approved the use of
the SubManager prior to the creation of an Allocated Sleeve for
such Fund. The SubManager will determine what investments shall
be purchased, held, sold or exchanged by any Allocated Sleeve and
what portion, if any, of the assets of the Allocated Sleeve shall
be held uninvested and shall, on behalf of the Fund, make changes
in the Funds investments held in such Allocated Sleeve.
(b) The Manager may also, at its discretion, request the
SubManager to provide assistance with purchasing and selling
securities for any Fund, including the placement of orders with
brokerdealers selected in accordance with Section 1(d), even if
the Manager has not established an Allocated Sleeve for such
Fund.
(c) The SubManager at its expense will furnish all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully.
(d) The SubManager shall place all orders for the
purchase
and sale of portfolio investments for any Allocated Sleeve with
brokers or dealers selected by the SubManager. In the selection
of such brokers or dealers and the placing of such orders, the
SubManager shall use its best efforts to obtain for the related
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the SubManager, bearing
in mind the Funds best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Funds may determine, the SubManager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused a Fund to pay a broker or dealer that provides
brokerage and research services to the Manager or the SubManager
an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction, if
the SubManager determines in good faith that such amount of
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or
its overall responsibilities with respect to the Fund and to
other clients of the Manager or the SubManager as to which the
Manager or the SubManager exercises investment discretion. The
SubManager agrees that in connection with purchases or sales of
portfolio investments for any Fund, neither the SubManager nor
any officer, director, employee or agent of the SubManager shall
act as a principal or receive any commission other than as
provided in Section 3.
(e) The SubManager shall not be obligated to pay any
expenses of or for the Manager or any Fund not expressly assumed
by the SubManager pursuant to this Section 1.
(f) In the performance of its duties, the SubManager
will
comply with the provisions of the Agreement and Declaration of
Trust and ByLaws of each applicable Fund and such Funds stated
investment objectives, policies and restrictions, and will use
its best efforts to safeguard and promote the welfare of such
Fund and to comply with other policies which the Manager or the
Trustees may from time to time determine and shall exercise the
same care and diligence expected of the Manager.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the
SubManager, and in any person controlled by or under common
control with the SubManager, and that the SubManager and any
person controlled by or under common control with the SubManager
may have an interest in such Fund. It is also understood that the
SubManager and any person controlled by or under common control
with the SubManager have and may have advisory, management,
service or other contracts with other organizations and persons,
and may have other interests and business.
3. COMPENSATION.
Except as provided below, the Manager will pay to the
SubManager as compensation for the SubManagers services rendered,
a fee, computed and paid quarterly at the annual rate of 0.35%
per annum of average aggregate net asset value of the assets in
equity and asset allocation Allocated Sleeves and 0.40% per annum
of average aggregate net asset value of the assets in fixed
income Allocated Sleeves, except for fixed income Allocated
Sleeves in certain fixed income Funds enumerated as follows (with
the per annum fee provided in parentheses) ▇▇▇▇▇▇ Money Market
Liquidity Fund (0.20%), ▇▇▇▇▇▇ Government Money Market Fund
(0.20%), ▇▇▇▇▇▇ Short Term Investment Fund (0.20%), ▇▇▇▇▇▇ Money
Market Fund (0.25%), ▇▇▇▇▇▇ VT Government Money Market Fund
(0.25%), ▇▇▇▇▇▇ Short Duration Income Fund (0.25%), ▇▇▇▇▇▇
ShortTerm Municipal Income Fund (0.25%), ▇▇▇▇▇▇ American
Government Income Fund (0.25%), ▇▇▇▇▇▇ Income Fund (0.25%),
▇▇▇▇▇▇ U.S. Government Income Trust (0.25%), ▇▇▇▇▇▇ VT American
Government Income Fund (0.25%), and ▇▇▇▇▇▇ VT Income Fund
(0.25%).
Such average net asset value shall be determined by taking
an average of all of the determinations of such net asset value
during a quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. The SubManager shall look only to the Manager
for payment of its fees. No Fund shall have any responsibility
for paying any fees due the SubManager.
With respect to each of ▇▇▇▇▇▇ High Income Securities Fund,
▇▇▇▇▇▇ Master Intermediate Income Trust and ▇▇▇▇▇▇ Premier Income
Trust, the Manager will pay to the SubManager as compensation for
the SubManagers services rendered, a fee, computed and paid
quarterly at the annual rate of 0.40% of Average Weekly Assets in
Allocated Sleeves. Average Weekly Assets means the average of the
weekly determinations of the difference between the total assets
of the Fund (including any assets attributable to leverage for
investment purposes) attributable to an Allocated Sleeve and the
total liabilities of the Fund (excluding liabilities incurred in
connection with leverage for investment purposes) attributable to
such Allocated Sleeve, determined at the close of the last
business day of each week, for each week which ends during the
quarter. Such fee shall be payable for each quarter within 30
days after the close of such quarter. As used in this Section 3,
leverage for investment purposes means any incurrence of
indebtedness the proceeds of which are to be invested in
accordance with the Funds investment objective. For purposes of
calculating Average Weekly Assets, liabilities associated with
any instruments or transactions used to leverage the Funds
portfolio for investment purposes (whether or not such
instruments or transactions are covered within the meaning of the
Investment Company Act of 1940 and the rules and regulations
thereunder, giving effect to any interpretations of the
Securities and Exchange Commission and its staff) are not
considered liabilities. For purposes of calculating Average
Weekly Assets, the total assets of the Fund will be deemed to
include (a) any proceeds from the sale or transfer of an asset
(the Underlying Asset) of the Fund to a counterparty in a reverse
repurchase or dollar roll transaction and (b) the value of such
Underlying Asset as of the relevant measuring date.
In the event that the Managers management fee from any of
▇▇▇▇▇▇ High Income Securities Fund, ▇▇▇▇▇▇ Master Intermediate
Income Trust or ▇▇▇▇▇▇ Premier Income Trust is reduced pursuant
to the investment management contract between such Fund and the
Manager because during any Measurement Period (as defined below)
the amount of interest payments and fees with respect to
indebtedness or other obligation of the Fund incurred for
investment leverage purposes, plus additional expenses
attributable to any such leverage for investment purposes,
exceeds the portion of the Funds net income and net shortterm
capital gains (but not longterm capital gains) accruing during
such Measurement Period as a result of the fact that such
indebtedness or other obligation was outstanding during the
Measurement Period, the fee payable to the SubManager with
respect to such Fund shall be reduced in the same proportion as
the fee paid to the Manager with respect to such Fund is so
reduced. Measurement Period shall be any period for which
payments of interest or fees (whether designated as such or
implied) are payable in connection with any indebtedness or other
obligation of the Fund incurred for investment purposes.
If the SubManager shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate without the
payment of any penalty, in the event of its assignment and this
Contract shall not be amended with respect to any Allocated
Sleeve unless such amendment be approved at a meeting by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
related Fund who are not interested persons of such Fund or of
the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows
(a) Either party hereto or, with respect to any Allocated
Sleeve, the related Fund may at any time terminate this Contract
by not more than sixty days nor less than thirty days written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
(b) With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are
not interested persons of such Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever
is later, or
(c) With respect to any Allocated Sleeve, automatically
upon termination of the Managers investment management contract
with the related Fund.
Action by a Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of such Fund.
Termination of this Contract pursuant to this Section 5 will
be without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the affirmative vote of a
majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of such Fund, (a) of the holders of 67% or more of
the shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of such Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of such Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment shall have
their respective meanings defined in the United States Investment
Company Act of 1940 and the Rules and Regulations thereunder (the
1940 Act), subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act the term
specifically approve at least annually shall be construed in a
manner consistent with the 1940 Act, and the Rules and
Regulations thereunder and the term brokerage and research
services shall have the meaning given in the United States
Securities Exchange Act of 1934 and the Rules and Regulations
thereunder.
7. NONLIABILITY OF SUBMANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the SubManager, or reckless disregard
of its obligations and duties hereunder, the SubManager shall not
be subject to any liability to the Manager, any Fund or to any
shareholder of any Fund, for any act or omission in the course
of, or connected with, rendering services hereunder.
8. ADDITIONAL PROVISIONS.
(a) The SubManager represents that it is regulated by the
FCA in the conduct of its investment business. The SubManager has
in operation a written procedure in accordance with FCA rules for
the effective consideration and proper handling of complaints
from customers. Any complaint by the Manager or any Fund should
be sent to the Compliance Officer of the SubManager. The Manager
and any Fund is also entitled to make any complaints about the
SubManager to the Financial Ombudsman Service established by the
FCA. The Manager and any Fund may also request a statement
describing its rights to compensation in the event of the
SubManagers inability to meet its liabilities.
(b) The Manager represents that it and each Fund are
Professional Customers in the meaning of the FCAs rules.
(c) Although each Fund is not a party hereto and shall
have
no responsibility for the Managers or the SubManagers obligations
hereunder, each Fund is named as explicit third party beneficiary
of the parties agreements hereunder.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ INVESTMENTS LIMITED and ▇▇▇▇▇▇
INVESTMENT MANAGEMENT, LLC have each caused this instrument to be
signed in duplicate on its behalf by an officer duly authorized,
all as of the day and year first above written.
▇▇▇▇▇▇ INVESTMENTS LIMITED
By
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC
By
/s/ ▇▇▇▇▇. ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director of Trustee Relations and
Authorized Person
Schedule A
Effective as of October 27, 2016 unless otherwise noted
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Absolute Return 300 Fund
▇▇▇▇▇▇ Absolute Return 500 Fund
▇▇▇▇▇▇ Absolute Return 700 Fund
▇▇▇▇▇▇ American Government Income Fund
▇▇▇▇▇▇ AMTFree Municipal Fund
▇▇▇▇▇▇ Arizona Tax Exempt Income Fund
▇▇▇▇▇▇ Asia Pacific Equity Fund
▇▇▇▇▇▇ California Tax Exempt Income Fund
▇▇▇▇▇▇ Capital Spectrum Fund
▇▇▇▇▇▇ Capital Opportunities Fund
▇▇▇▇▇▇ Convertible Securities Fund
▇▇▇▇▇▇ Diversified Income Trust
▇▇▇▇▇▇ Dynamic Asset Allocation Balanced Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund
▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund
▇▇▇▇▇▇ Dynamic Risk Allocation Fund
▇▇▇▇▇▇ Equity Income Fund
▇▇▇▇▇▇ Emerging Markets Equity Fund
▇▇▇▇▇▇ Emerging Markets Income Fund
▇▇▇▇▇▇ Europe Equity Fund
▇▇▇▇▇▇ Equity Spectrum Fund
▇▇▇▇▇▇ Floating Rate Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund
▇▇▇▇▇▇ Global Consumer Fund
▇▇▇▇▇▇ Global Dividend Fund
▇▇▇▇▇▇ Global Energy Fund
▇▇▇▇▇▇ Global Equity Fund
▇▇▇▇▇▇ Global Financials Fund
▇▇▇▇▇▇ Global Health Care Fund
▇▇▇▇▇▇ Global Income Trust
▇▇▇▇▇▇ Global Industrials Fund
▇▇▇▇▇▇ Global Natural Resources Fund
▇▇▇▇▇▇ Global Sector Fund
▇▇▇▇▇▇ Global Technology Fund
▇▇▇▇▇▇ Global Telecommunications Fund
▇▇▇▇▇▇ Global Utilities Fund
▇▇▇▇▇▇ Government Money Market Fund (effective October 16, 2015)
The ▇▇▇▇▇▇ Fund for Growth and Income
▇▇▇▇▇▇ Growth Opportunities Fund
▇▇▇▇▇▇ High Income Securities Fund
▇▇▇▇▇▇ High Yield Advantage Fund
▇▇▇▇▇▇ High Yield Trust
▇▇▇▇▇▇ Income Fund
▇▇▇▇▇▇ IntermediateTerm Municipal Income Fund
▇▇▇▇▇▇ International Capital Opportunities Fund
▇▇▇▇▇▇ International Equity Fund
▇▇▇▇▇▇ International Value Fund
▇▇▇▇▇▇ International Growth Fund
▇▇▇▇▇▇ Investors Fund
▇▇▇▇▇▇ Low Volatility Equity Fund
▇▇▇▇▇▇ Managed Municipal Income Trust
▇▇▇▇▇▇ Massachusetts Tax Exempt Income Fund
▇▇▇▇▇▇ Master Intermediate Income Trust
▇▇▇▇▇▇ Michigan Tax Exempt Income Fund
▇▇▇▇▇▇ Minnesota Tax Exempt Income Fund
▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ Mortgage Opportunities Fund
▇▇▇▇▇▇ Mortgage Recovery Fund
▇▇▇▇▇▇ MultiCap Core Fund
▇▇▇▇▇▇ MultiCap Growth Fund
▇▇▇▇▇▇ MultiCap Value Fund
▇▇▇▇▇▇ Municipal Opportunities Trust
▇▇▇▇▇▇ New Jersey Tax Exempt Income Fund
▇▇▇▇▇▇ New York Tax Exempt Income Fund
▇▇▇▇▇▇ Ohio Tax Exempt Income Fund
▇▇▇▇▇▇ Pennsylvania Tax Exempt Income Fund
▇▇▇▇▇▇ Premier Income Trust
▇▇▇▇▇▇ Research Fund
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 1
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 2
▇▇▇▇▇▇ Retirement Income Fund Lifestyle 3
▇▇▇▇▇▇ RetirementReady 2060 Fund
▇▇▇▇▇▇ RetirementReady 2055 Fund
▇▇▇▇▇▇ RetirementReady 2050 Fund
▇▇▇▇▇▇ RetirementReady 2045 Fund
▇▇▇▇▇▇ RetirementReady 2040 Fund
▇▇▇▇▇▇ RetirementReady 2035 Fund
▇▇▇▇▇▇ RetirementReady 2030 Fund
▇▇▇▇▇▇ RetirementReady 2025 Fund
▇▇▇▇▇▇ RetirementReady 2020 Fund
▇▇▇▇▇▇ Short Duration Income Fund (effective March 7, 2014)
▇▇▇▇▇▇ Short Term Investment Fund
▇▇▇▇▇▇ ShortTerm Municipal Income Fund
▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇ Small Cap Value Fund
▇▇▇▇▇▇ Strategic Volatility Equity Fund
▇▇▇▇▇▇ Tax Exempt Income Fund
▇▇▇▇▇▇ TaxFree High Yield Fund
▇▇▇▇▇▇ U.S. Government Income Trust
▇▇▇▇▇▇ Voyager Fund
▇▇▇▇▇▇ VT Absolute Return 500 Fund
▇▇▇▇▇▇ VT American Government Income Fund
▇▇▇▇▇▇ VT Capital Opportunities Fund
▇▇▇▇▇▇ VT Diversified Income Fund
▇▇▇▇▇▇ VT Equity Income Fund
▇▇▇▇▇▇ VT ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund
▇▇▇▇▇▇ VT Global Asset Allocation Fund
▇▇▇▇▇▇ VT Global Equity Fund
▇▇▇▇▇▇ VT Global Health Care Fund
▇▇▇▇▇▇ VT Global Utilities Fund
▇▇▇▇▇▇ VT Government Money Market Fund
▇▇▇▇▇▇ VT Growth and Income Fund
▇▇▇▇▇▇ VT Growth Opportunities Fund
▇▇▇▇▇▇ VT High Yield Fund
▇▇▇▇▇▇ VT Income Fund
▇▇▇▇▇▇ VT International Equity Fund
▇▇▇▇▇▇ VT International Value Fund
▇▇▇▇▇▇ VT International Growth Fund
▇▇▇▇▇▇ VT Investors Fund
▇▇▇▇▇▇ VT MultiCap Growth Fund
▇▇▇▇▇▇ VT MultiCap Value Fund
▇▇▇▇▇▇ VT Research Fund
▇▇▇▇▇▇ VT Small Cap Value Fund
▇▇▇▇▇▇ VT Voyager Fund
▇▇▇▇▇▇ INVESTMENTS LIMITED
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director of Trustee Relations and
Authorized Person
-6-
50962199_1
50962199_1
-9-
-7-
Schedule A
(continued)
A-3
50962199_1
A-1
50962199_1