Exhibit (d)(9)
THE GALAXY FUND
SUB-ADVISORY AGREEMENT
PAN ASIA FUND
AGREEMENT made as of September 5, 2000 between FLEET
INVESTMENT ADVISORS INC., a New York corporation (the "Adviser"), and UOB GLOBAL
CAPITAL LLC, a Delaware limited liability company ("UOB").
WHEREAS, The Galaxy Fund ("Galaxy") is registered as an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Adviser has been appointed investment adviser to
Galaxy's Pan Asia Fund (the "Fund");
WHEREAS, the Adviser desires to retain UOB to assist it in the
provision of a continuous investment program for the Fund, and UOB is willing to
do so;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Adviser hereby appoints UOB to act as
sub-adviser to the Fund as permitted by the Adviser's Advisory Agreement with
Galaxy pertaining to the Fund. Intending to be legally bound, UOB accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. SUB-ADVISORY SERVICES. Subject to the supervision of
Galaxy's Board of Trustees, UOB will assist the Adviser in providing a
continuous investment program for the Fund, including research and management
with respect to all securities and investments and cash equivalents in the Fund.
UOB will provide services under this Agreement in accordance with the Fund's
investment objective, policies and restrictions as stated in the Fund's
prospectuses and statements of additional information and resolutions of
Galaxy's Board of Trustees applicable to the Fund.
Without limiting the generality of the foregoing, UOB further
agrees that it will:
(a) prepare, subject to the Adviser's approval, lists
of foreign countries for investment by the Fund and determine from time
to time what securities and other investments will be purchased,
retained or sold for the Fund, including, with the assistance of the
Adviser, the Fund's investments in futures and forward currency
contracts;
(b) manage in consultation with the Adviser the
Fund's temporary investments in securities;
(c) place orders for the Fund either directly with
the issuer or with any broker or dealer;
(c) provide the Adviser with foreign broker research,
a quarterly review of Asian economic and investment developments, and
occasional reports on Asian investment issues;
(d) attend regular business and investment-related
meetings with Galaxy's Board of Trustees and the Adviser if requested
to do so by Galaxy and/or the Adviser; and
(e) maintain books and records with respect to the
securities transactions for the Fund, furnish to the Adviser and
Galaxy's Board of Trustees such periodic and special reports as they
may request with respect to the Fund, and provide in advance to the
Adviser all reports to the Board of Trustees for examination and review
within a reasonable time prior to Galaxy Board meetings.
3. COVENANTS BY SUB-ADVISER. UOB agrees with respect to the
services provided to the Fund that:
(a) UOB will conform with all Rules and Regulations
of the Securities and Exchange Commission ("SEC") applicable to it.
(b) UOB will use the same skill and care in providing
such services as it uses in providing services to other investment companies.
(c) UOB will telecopy trade information to the
Adviser on the first business day following the day of the trade and cause
broker confirmations to be sent directly to the Adviser. In executing
portfolio transactions and selecting brokers or dealers, UOB will use its
best efforts to seek on behalf of the Fund the best overall terms available.
In assessing the best overall terms available for any transaction, UOB shall
consider all factors it deems relevant, including the breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a continuing
basis. In evaluating the best overall terms available, and in selecting the
broker or dealer to execute a particular transaction, UOB may also consider
the brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or
other accounts over which UOB or any affiliate of UOB exercises investment
discretion. UOB is authorized, subject to the prior approval of Galaxy's
Board of Trustees, to pay to a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for
the Fund which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if, but only if, UOB
determines in good faith
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that such commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer--viewed in terms of
that particular transaction or in terms of the overall responsibilities of
UOB to the Fund and to Galaxy.
(d) UOB will treat confidentially and as proprietary
information of Galaxy all records and other information relative to the Fund
and prior, present or potential shareholders, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder (except after prior notification to and
approval in writing by Galaxy, which approval shall not be unreasonably
withheld and may not be withheld and will be deemed granted where UOB may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or
when so requested by Galaxy).
(e) UOB will notify Galaxy of any change in its membership
within a reasonable time after such change.
4. SERVICES NOT EXCLUSIVE. (a) The services furnished by UOB
hereunder are deemed not to be exclusive, and nothing in this Agreement shall
(i) prevent UOB or any affiliated person (as defined in the ▇▇▇▇ ▇▇▇) of UOB
from acting as investment adviser or manager for any other person or persons,
including other management investment companies with investment objectives and
policies the same as or similar to those of the Fund or (ii) limit or restrict
UOB or any such affiliated person from buying, selling or trading any securities
or other investments (including any securities or other investments which the
Fund is eligible to buy) for its or their own accounts or for the accounts of
others for whom it or they may be acting; PROVIDED, HOWEVER, that UOB agrees
that it will not undertake any activities which, in its judgment, will adversely
affect the performance of its obligations to the Fund under this Agreement.
(b) Nothing contained herein, however, shall prohibit UOB
from advertising or soliciting the public generally with respect to other
products or services, regardless of whether such advertisement or
solicitation may include prior, present or potential shareholders of Galaxy.
5. PORTFOLIO TRANSACTIONS. (a) Investment decisions for the
Fund shall be made by UOB independently from those for any other investment
companies and accounts advised or managed by UOB. The Fund and such investment
companies and accounts may, however, invest in the same securities. When a
purchase or sale of the same security is made at substantially the same time on
behalf of the Fund and/or another investment company or account, the transaction
will be averaged as to price, and available investments allocated as to amount,
in a manner which UOB believes to be equitable to the Fund and such other
investment company or account. In some instances, this investment procedure may
adversely affect the price paid or received by the Fund or the size of the
position obtained or sold by the Fund. To the extent permitted by law, UOB may
aggregate the securities to be sold or purchased for the Fund with those to be
sold or purchased for other investment companies or accounts in order to obtain
best execution.
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(b) Except to the extent permitted by the SEC or by
applicable law, portfolio securities will not be purchased from or sold to
the Adviser, UOB, the Fund's distributor (the "Distributor"), or any
affiliated person of either Galaxy, the Adviser, UOB, or the Distributor.
6. BOOKS AND RECORDS. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, UOB hereby agrees that all records which it
maintains for Galaxy are the property of Galaxy and further agrees to surrender
promptly to Galaxy any of such records upon Galaxy's request. UOB further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
7. EXPENSES. During the term of this Agreement, UOB will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased for the Fund.
8. COMPENSATION. For the services provided and the expenses
assumed with respect to the Fund pursuant to this Agreement, the Adviser will
pay UOB and UOB will accept as full compensation therefor fees, computed daily
and paid monthly, at the annual rate of 0.72% of the Fund's average daily net
assets.
9. LIMITATION OF LIABILITY OF UOB. UOB shall not be liable for
any error of judgment or mistake of law or for any loss suffered by Galaxy or
the Adviser, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of UOB in the
performance of its duties or from reckless disregard of its obligations and
duties under this Agreement.
10. REFERENCE TO UOB. Neither the Adviser nor any affiliate or
agent of it shall make reference to or use the name of UOB or any of its
affiliates, or any of their clients, except references concerning the identity
of and services provided by UOB to the Fund, which references shall not differ
in substance from those included in the current registration statement
pertaining to the Fund, this Agreement and the Advisory Agreement between the
Adviser and Galaxy with respect to the Fund, in any advertising or promotional
materials without the prior approval of UOB, which approval shall not be
unreasonably withheld or delayed. The Adviser hereby agrees to make all
reasonable efforts to cause Galaxy and any affiliate thereof to satisfy the
foregoing obligation.
11. DURATION AND TERMINATION. This Agreement shall become
effective on the date of the commencement of the Fund, provided that the Board
of Trustees of Galaxy has previously approved the Agreement in accordance with
the requirements of the 1940 Act. Unless sooner terminated as provided herein,
this Agreement shall continue in effect until May 31, 2001. Thereafter if not
terminated, this Agreement shall continue in effect for successive twelve-month
periods ending on May 31, PROVIDED such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of Galaxy's Board
of Trustees who are not parties to this Agreement, or interested persons of any
such party, cast in person at a meeting called for
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the purpose of voting on such approval, and (b) by Galaxy's Board of Trustees or
by the vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated at any time,
without the payment of any penalty, by the Adviser or by Galaxy (by Galaxy's
Board of Trustees or by vote of a majority of the outstanding voting securities
of the Fund) on 60 days' written notice to UOB (which notice may be waived by
the party entitled to receive the same) and will automatically terminate upon
the termination of the Advisory Agreement between the Adviser and Galaxy with
respect to the Fund. This Agreement may be terminated by UOB at any time,
without payment of any penalty, on 60 days' written notice to Galaxy and the
Adviser (which notice may be waived by the party entitled to receive the same).
This Agreement will automatically terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same meanings
as such terms in the 1940 Act.)
12. AMENDMENT OF THIS AGREEMENT. No provision of this
Agreement may be changed, waived, discharged or terminated orally. A provision
of this Agreement may only be changed, waived, discharged or terminated by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. No amendment of this
Agreement shall be effective with respect to the Fund until approved by the vote
of a majority of the outstanding voting securities of the Fund.
13. NOTICE. Any notice, advice or report to be given pursuant
to this Agreement shall be delivered or mailed:
To UOB at:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
To the Adviser at:
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
To Galaxy at:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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With a copy to:
W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
One ▇▇▇▇▇ Square
▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
14. MISCELLANEOUS. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by New York law.
15. NAMES. The names "The Galaxy Fund" and "Trustees of The
Galaxy Fund" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated March 31, 1986 which is hereby referred to and a copy
of which is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and the principal office of the Trust. The obligations of "The
Galaxy Fund" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders, or
representatives of Galaxy personally, but bind only the property of Galaxy, and
all persons dealing with any class of shares of Galaxy must look solely to the
property of Galaxy belonging to such class for the enforcement of any claims
against Galaxy.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
FLEET INVESTMENT ADVISORS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇, CFA
Title: Chief Operating Officer
UOB GLOBAL CAPITAL LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
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