Exhibit 99.D2
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the close of business on the
1st day of August, 2010 between Rydex Advisors, LLC (the "Adviser"), a Kansas
limited liability company, registered under the Investment Advisers Act of 1940,
as amended (the "Investment Advisers Act"), and Security Global Investors, LLC
(the "Subadviser"), a Kansas limited liability company registered under the
Investment Advisers Act.
WITNESSETH:
WHEREAS, Rydex Series Funds ("RSF"), a Delaware business trust, is
registered with the U.S. Securities and Exchange Commission (the "Commission")
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "Investment Company Act");
WHEREAS, RSF is authorized to issue shares of each series of the Trust
listed on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time;
WHEREAS, RSF has, pursuant to an Advisory Agreement with the Adviser (the
"Advisory Agreement"), retained the Adviser to act as investment adviser for and
to manage the Funds' assets;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the Investment Company Act; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Subadviser as subadviser to act as investment adviser for and to manage the
Funds' Investments (as defined below) and the Subadviser desires to render such
services.
NOW, THEREFORE, the Adviser and Subadviser do mutually agree and promise as
follows:
1. APPOINTMENT AS SUBADVISER. The Adviser hereby retains the Subadviser to
act as investment adviser for and to manage certain assets of the Funds subject
to the supervision of the Adviser and the Board of Trustees of RSF and subject
to the terms of this Subadvisory Agreement; and the Subadviser hereby accepts
such employment. In such capacity, the Subadviser shall be responsible for the
Funds' Investments (defined below).
2. DUTIES OF SUBADVISER.
(a) INVESTMENTS. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions
of the Funds as set forth in each Fund's current prospectus and statement
of additional information as
currently in effect and as supplemented or amended from time to time
(collectively referred to hereinafter as the "Prospectus") and subject to
the directions of the Adviser and the Funds' Board to purchase, hold and
sell investments for the account of the Funds (hereinafter "Investments")
and to monitor on a continuous basis the performance of such Investments.
The Subadviser shall give the Funds the benefit of its best efforts in
rendering its services as Subadviser.
The Subadviser acknowledges that the Funds may engage in certain
transactions in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule
17a-10 and Rule 17e-1 under the Investment Company Act. Accordingly, the
Subadviser hereby agrees that it will not consult with any other subadviser
of the Funds, or an affiliated person of such other subadviser, concerning
transactions for the Funds in securities or other fund assets. The
Subadviser shall be limited to providing investment advice with respect to
only the discrete portion of each Fund's portfolio as may be determined
from time-to-time by the Adviser, and shall not consult with any other
subadviser as to any other portion of a Fund's portfolio concerning
transactions for the Fund in securities or other assets.
(b) BROKERAGE. The Subadviser is authorized, subject to the
supervision of the Adviser and the Funds' Board to establish and maintain
accounts on behalf of each Fund with, and place orders for the purchase and
sale of each Fund's Investments with or through, such persons, brokers or
dealers as the Subadviser may select and negotiate commissions to be paid
on such transactions. The Subadviser agrees that in placing such orders it
shall attempt to obtain best execution, provided that, the Subadviser may,
on behalf of each Fund, pay brokerage commissions to a broker which
provides brokerage and research services to the Subadviser in excess of the
amount another broker would have charged for effecting the transaction,
provided (i) the Subadviser determines in good faith that the amount is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or
in terms of the Subadviser's overall responsibilities with respect to each
Fund and the accounts as to which the Subadviser exercises investment
discretion, (ii) such payment is made in compliance with Section 28(e) of
the Securities Exchange Act of 1934, as amended, and any other applicable
laws and regulations, and (iii) in the opinion of the Subadviser, the total
commissions paid by each Fund will be reasonable in relation to the
benefits to the Fund over the long-term. It is recognized that the services
provided by such brokers may be useful to the Subadviser in connection with
the Subadviser's services to other clients. On occasions when the
Subadviser deems the purchase or sale of a security to be in the best
interests of the Funds as well as other clients of the Subadviser, the
Subadviser, to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the securities to be
sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of
securities so sold or purchased, as well as the expenses incurred in the
transaction, will be made by the Subadviser in the manner the Subadviser
considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other clients. The Subadviser will
report on such allocations at the request of the Adviser, the Funds or the
Funds' Board providing such information as the number of aggregated trades
to which the Funds were a party, the broker(s) to whom such trades were
directed and the basis of the allocation for the aggregated trades.
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(c) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person
of the Subadviser will not purchase securities or other instruments from or
sell securities or other instruments to the Funds ("Principal
Transactions"); PROVIDED, HOWEVER, the Subadviser may enter into a
Principal Transaction with the Funds if (i) the transaction is permissible
under applicable laws and regulations, including, without limitation, the
Investment Company Act and the Investment Advisers Act and the rules and
regulations promulgated thereunder, and (ii) the transaction receives the
express written approval of the Adviser.
The Subadviser agrees to observe and comply with Rule 17j-1 under
the Investment Company Act and its Code of Ethics, as the same may be
amended from time to time. The Subadviser agrees to provide the Adviser and
the Funds with a copy of such Code of Ethics.
(d) BOOKS AND RECORDS. The Subadviser will maintain all books and
records required to be maintained pursuant to the Investment Company Act
and the rules and regulations promulgated thereunder with respect to
transactions made by it on behalf of the Funds including, without
limitation, the books and records required by Subsections (b)(1), (5), (6),
(7), (9), (10) and (11) and Subsection (f) of Rule 31a-1 under the
Investment Company Act and shall timely furnish to the Adviser all
information relating to the Subadviser's services hereunder needed by the
Adviser to keep such other books and records of the Funds required by Rule
31a-1 under the Investment Company Act. The Subadviser will also preserve
all such books and records for the periods prescribed in Rule 31a-2 under
the Investment Company Act, and agrees that such books and records shall
remain the sole property of the Funds and shall be immediately surrendered
to the Funds upon request. The Subadviser further agrees that all books and
records maintained hereunder shall be made available to the Funds or the
Adviser at any time upon reasonable request, including telecopy, during any
business day.
(e) INFORMATION CONCERNING INVESTMENTS AND SUBADVISER. From time to
time as the Adviser or the Funds may request, the Subadviser will furnish
the requesting party reports on portfolio transactions and reports on
Investments held in the portfolio, all in such detail as the Adviser or a
Fund may reasonably request. The Subadviser will make available its
officers and employees to meet with the Funds' Board of Trustees at the
Funds' principal place of business on due notice to review the Investments
of the Funds.
The Subadviser will also provide such information or perform such
additional acts as are customarily performed by a subadviser and may be
required for the Funds or the Adviser to comply with their respective
obligations under applicable laws, including, without limitation, the
Internal Revenue Code of 1986, as amended (the "Code"), the Investment
Company Act, the Investment Advisers Act, the Securities Act of 1933, as
amended (the "Securities Act") and any state securities laws, and any rule
or regulation thereunder.
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During the term of this Agreement, the Adviser agrees to furnish the
Subadviser at its principal office, all registration statements, proxy
statements, reports to stockholders, sales literature or other materials
prepared for distribution to stockholders of the Funds, or the public, that
refer to the Subadviser for the Subadviser's review and approval. The
Subadviser shall be deemed to have approved all such materials unless the
Subadviser reasonably objects by giving notice to the Adviser in writing
within five business days (or such other period as may be mutually agreed)
after receipt thereof. The Subadviser's right to object to such materials
is limited to the portions of such materials that expressly relate to the
Subadviser, its services and its clients. The Adviser agrees to use its
best efforts to ensure that materials prepared by its employees or agents
or its affiliates that refer to the Subadviser or its clients in any way
are consistent with those materials previously approved by the Subadviser
as referenced in this paragraph. Sales literature may be furnished to the
Subadviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
(f) CUSTODY ARRANGEMENTS. The Subadviser shall provide the Funds'
custodian, on each business day, with information relating to all
transactions concerning the Funds' assets.
(g) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In all
matters relating to the performance of this Agreement, the Subadviser and
its directors, officers, partners, employees and interested persons shall
act in conformity with RSF's Agreement and Declaration of Trust, By-Laws,
and currently effective registration statement and with the written
instructions and directions of the Funds' Board and the Adviser, after
receipt of such documents from the Funds, and shall comply with the
requirements of the Investment Company Act, the Investment Advisers Act,
the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other
applicable federal and state laws and regulations.
In carrying out its obligations under this Agreement, the Subadviser
shall ensure that the Funds comply with all applicable statutes and
regulations necessary to qualify each Fund as a Regulated Investment
Company under Subchapter M of the Code (or any successor provision), and
shall notify the Adviser immediately upon having a reasonable basis for
believing that a Fund has ceased to so qualify or that it might not so
qualify in the future.
The Subadviser further agrees that the Adviser and its affiliates
shall be exclusively responsible for the marketing and distribution of
shares of the Funds in the United States.
(h) INFORMATION CONCERNING THE FUNDS. The Adviser has furnished the
Subadviser with copies of each of the following documents and will furnish
the Subadviser at its principal office all future amendments and
supplements to such documents, if any, as soon as practicable after such
documents become available: (i) RSF's Agreement and Declaration of Trust,
(ii) the By-Laws of RSF, (iii) the Funds' registration statement under the
Investment Company Act and the Securities Act of 1933,
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as amended, as filed with the Commission, and (iv) any written instructions
of the Funds' Board and the Adviser.
(i) VOTING OF PROXIES. The Subadviser shall direct the custodian as to
how to vote such proxies as may be necessary or advisable in connection
with any matters submitted to a vote of shareholders of securities held by
the Funds. The Subadviser shall provide to the Adviser its applicable proxy
voting policies and procedures for inclusion in the Funds' Statement of
Additional Information.
(j) INFORMATIONAL MATERIAL. The Subadviser shall provide the Adviser
for its review prior to their use, copies of all informational materials
prepared by or on behalf of the Subadviser, mentioning any Fund, including
but not limited to, advertisements, brochures, and promotional and any
other similar materials (the "Informational Materials"), and that such
Informational Materials shall conform with, and be disseminated in
accordance with, applicable laws.
3. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Funds or the Adviser in any way or
otherwise be deemed an agent of the Funds or the Adviser.
4. COMPENSATION. The Adviser shall pay to the Subadviser, for the services
rendered hereunder, the fees set forth in Schedule A attached hereto.
5. EXPENSES. The Subadviser shall bear all expenses incurred by it in
connection with its services under this Agreement and will, from time to time,
at its sole expense employ or associate itself with such persons as it believes
to be particularly fitted to assist it in the execution of its duties hereunder.
However, the Subadviser shall not assign or delegate any of its duties under
this Agreement without the approval of the Adviser and the Funds' Board.
6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents
and warrants to the Adviser and the Funds as follows:
(a) The Subadviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Subadviser will immediately notify the Adviser of the
occurrence of any event that would disqualify the Subadviser from serving
as an investment adviser of an investment company pursuant to Section 9(a)
of the Investment Company Act;
(c) The Subadviser has filed a notice of exemption pursuant to Rule
4.14 under the CEA with the Commodity and Futures Trading Commission (the
"CFTC") and the National Futures Association;
(d) The Subadviser is fully authorized under all applicable law to
serve as Subadviser to the Funds and to perform the services described
under this Agreement;
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(e) The Subadviser is a limited liability company duly organized and
validly existing under the laws of the State of Kansas with the power to
own and possess its assets and carry on its business as it is now being
conducted;
(f) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized
by all necessary action on the part of its shareholders, and no action by
or in respect of, or filing with, any governmental body, agency or official
is required on the part of the Subadviser for the execution, delivery and
performance by the Subadviser of this Agreement, and the execution,
delivery and performance by the Subadviser of this Agreement do not
contravene or constitute a default under (i) any provision of applicable
law, rule or regulation, (ii) the Subadviser's governing instruments, or
(iii) any agreement, judgment, injunction, order, decree or other
instrument binding upon the Subadviser;
(g) This Agreement is a valid and binding agreement of the Subadviser;
and
(h) The Form ADV of the Subadviser previously provided to the Adviser
is a true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to
make the statements made, in light of the circumstances under which they
were made, not misleading;
(i) The Subadviser has adopted compliance policies and procedures
reasonably designed to prevent violations of the Investment Advisers Act
and the rules thereunder, has provided the Adviser with a copy of such
compliance policies and procedures (and will provide them with any
amendments thereto), and agrees to assist the Funds in complying with the
Funds' compliance program adopted pursuant to Rule 38a-1 under the
Investment Company Act, to the extent applicable. The Subadviser
understands that the Board of Trustees of the Funds is required to approve
the Subadviser's compliance policies and procedures and acknowledges that
this Agreement is conditioned upon such Board approval; and
(j) The Subadviser shall not divert any Fund's portfolio securities
transactions to a broker or dealer in consideration of such broker or
dealer's promotion or sales of shares of the Funds, any other series of
RSF, or any other registered investment company.
7. NON-EXCLUSIVITY. The services of the Subadviser with respect to the
Funds are not deemed to be exclusive, and the Subadviser and its officers shall
be free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities
so long as its duties hereunder are not impaired thereby.
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8. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the CFTC and the National Futures Association;
(c) The Adviser is a limited liability company duly organized and
validly existing under the laws of the State of Kansas with the power to
own and possess its assets and carry on its business as it is now being
conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly authorized by
all necessary action on the part of its members, and no action by or in
respect of, or filing with, any governmental body, agency or official is
required on the part of the Adviser for the execution, delivery and
performance by the Adviser of this Agreement, and the execution, delivery
and performance by the Adviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Adviser's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding
upon the Adviser;
(e) This Agreement is a valid and binding agreement of the Adviser;
(f) The Form ADV of the Adviser previously provided to the Subadviser
is a true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects and does not omit to state any material fact necessary in order to
make the statements made, in light of the circumstances under which they
were made, not misleading;
(g) The Adviser acknowledges that it received a copy of the
Subadviser's Form ADV at least 48 hours prior to the execution of this
Agreement.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6 and 8 hereof shall survive for the duration of this
Agreement and the parties hereto shall promptly notify each other in writing
upon becoming aware that any of the foregoing representations and warranties are
no longer true.
10. Liability and Indemnification. The Subadviser shall indemnify and hold
harmless RSF and all affiliated persons thereof (within the meaning of Section
2(a)(3) of the ▇▇▇▇ ▇▇▇) and all their respective controlling persons (as
described in Section 15 of the ▇▇▇▇ ▇▇▇) against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) by reason of or arising out of: (a) the Subadviser being in material
violation of any applicable federal or state law, rule or regulation or any
investment policy or restriction set forth
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in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, (b) a Fund's failure to satisfy the
diversification or source of income requirements of Subchapter M of the Code, or
(c) the Subadviser's misfeasance or negligence generally in the performance of
its duties hereunder or its negligent disregard of its obligations and duties
under this Agreement.
11. DURATION AND TERMINATION.
(a) DURATION. This Agreement shall become effective upon the date
first above written, provided that this Agreement shall not take effect
with respect to each of the Funds unless it has first been approved (i) by
a vote of a majority of those directors of the Funds who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) to the
extent required by applicable law, by vote of a majority of the Funds'
outstanding voting securities. This Agreement shall continue in effect for
a period of two years from the date hereof, subject thereafter to being
continued in force and effect from year to year with respect to each Fund
if specifically approved each year by either (i) the Board of Trustees of
the Funds, or (ii) by the affirmative vote of a majority of the Funds'
outstanding voting securities. In addition to the foregoing, each renewal
of this Agreement with respect to the Funds must be approved by the vote of
a majority of the Funds' directors who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval. Prior to voting on the renewal
of this Agreement, the Board of Trustees of the Funds may request and
evaluate, and the Subadviser shall furnish, such information as may
reasonably be necessary to enable the Funds' Board of Trustees to evaluate
the terms of this Agreement.
(b) TERMINATION. Notwithstanding whatever may be provided herein to
the contrary, this Agreement may be terminated at any time, without payment
of any penalty:
(i) By vote of a majority of the Board of Trustees of the Funds,
or by vote of a majority of the outstanding voting securities of the
Funds, or by the Adviser, in each case, upon sixty (60) days' written
notice to the Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any
representation or warranty contained in Section 6 hereof, which shall
not have been cured during the notice period, upon twenty (20) days'
written notice;
(iii) By the Adviser immediately upon written notice to the
Subadviser if the Subadviser becomes unable to discharge its duties
and obligations under this Agreement; or
(iv) By the Subadviser upon 120 days' written notice to the
Adviser and the Funds.
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This Agreement shall not be assigned (as such term is defined in the
Investment Company Act) without the prior written consent of the parties
hereto. This Agreement shall terminate automatically in the event of its
assignment without such consent.
13. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Funds pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement.
14. AMENDMENT. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be approved by the
Board of Trustees of the Funds or by a vote of a majority of the outstanding
voting securities of the Funds.
15. CONFIDENTIALITY. Subject to the duties of the Adviser, the Funds and
the Subadviser to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all information pertaining to the Funds and the actions of
the Subadviser, the Adviser and the Funds in respect thereof.
16. NOTICE. Any notice that is required to be given by the parties to each
other (or to the Funds) under the terms of this Agreement shall be in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
Security Global Investors, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Security Benefit Corporation
One Security Benefit Place
Topeka, KS 66636
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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(b) If to the Adviser:
Rydex Advisors, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Rydex Advisors, LLC
One Security Benefit Place
Topeka, KS 66636-0001
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(c) If to RSF:
Rydex Series Funds
One Security Benefit Place
Topeka, Kansas 66636-0001
Attention: ▇▇▇ ▇. ▇▇▇, Assistant Secretary
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
17. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Kansas.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
19. CAPTIONS. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
20. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
21. CERTAIN DEFINITIONS.
(a) "BUSINESS DAY." As used herein, business day means any customary
business day in the United States on which the New York Stock Exchange is
open.
(b) MISCELLANEOUS. 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 U.S. courts or,
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in the absence of any controlling decisions of any such court, by rules,
regulation or order of the Commission validly issued pursuant to the
Investment Company Act. Specifically, as used herein, "investment company,"
"affiliated person," "interested person," "assignment," "broker," "dealer"
and "affirmative vote of the majority of the Fund's outstanding voting
securities" shall all have such meaning as such terms have in the
Investment Company Act. The term "investment adviser" shall have such
meaning as such term has in the Investment Advisers Act and the Investment
Company Act, and in the event of a conflict between such Acts, the most
expansive definition shall control. 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 Commission,
whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
RYDEX ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Officer
Attest: /s/ ▇▇▇ ▇. ▇▇▇
----------------------------------
Name: ▇▇▇ ▇. ▇▇▇
Title: Senior Vice President and Secretary
SECURITY GLOBAL INVESTORS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Attest: /s/ ▇▇▇ ▇. ▇▇▇
----------------------------------
Name: ▇▇▇ ▇. ▇▇▇
Title: Senior Vice President and Secretary
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SCHEDULE A
SUBADVISORY FEE
For all services rendered by the Subadviser to each Fund listed hereunder,
the Adviser shall pay to the Subadviser an annual fee (the "Subadvisory Fee"),
as follows:
RATE
FUND (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
------------------------------------ ---------------------------------------------
International Long Short Select Fund 0.35%
For purposes of calculating the compensation to be paid hereunder, each
Fund's assets shall be computed in the same manner at the end of the business
day as the value of such net assets is computed in connection with the
determination of the net asset value of such Fund's shares as described in the
then current prospectus for the Fund.
The Subadvisory Fee shall be accrued for each calendar day the Subadviser
renders subadvisory services hereunder and the sum of the daily fee accruals
shall be paid monthly to the Subadviser as soon as practicable following the
last day of each month, by wire transfer if so requested by the Subadviser, but
no later than ten (10) calendar days thereafter. If this Agreement shall be
effective for only a portion of a year, then the Subadviser's fee for said year
shall be prorated for such portion.
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