▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT TRUST III ▇▇▇▇ ▇▇▇▇▇▇▇ International Fund Second Interim
Sub-Investment Management Contract Dated January 31, 2001 ▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS,
INC. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT
TRUST III - ▇▇▇▇ ▇▇▇▇▇▇▇ International Fund ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Second Interim Sub-Investment Management Contract Ladies
and Gentlemen: ▇▇▇▇ ▇▇▇▇▇▇▇ Investment Trust III (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. As of the date hereof, the Trust has four series of
shares, representing interests in ▇▇▇▇ ▇▇▇▇▇▇▇ Global ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Large
Cap Growth ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ International Fund, and ▇▇▇▇ ▇▇▇▇▇▇▇ Mid Cap
Growth Fund. The Board of Trustees of the Trust (the "Trustees") has selected
▇▇▇▇ ▇▇▇▇▇▇▇ Advisers, Inc. (the "Adviser") to provide overall investment advice
and management for the ▇▇▇▇ ▇▇▇▇▇▇▇ International Fund (the "Fund"), and to
provide certain other services, under the terms and conditions provided in the
Investment Management Contract, dated July 1, 1996, between the Trust, the Fund
and the Adviser (the "Investment Management Contract"). The Adviser and the
Trustees have selected ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management (the "Sub-Adviser")
to provide the Adviser and the Fund with the advice and services set forth
below, and the Sub-Adviser is willing to provide such advice and services,
subject to the review of the Trustees and overall supervision of the Adviser,
under the terms and conditions hereinafter set forth. The Sub-Adviser hereby
represents and warrants that it is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. Accordingly, the Trust, on behalf
of the Fund, and the Adviser agree with the Sub- Adviser as follows: 1. Delivery
of Documents. The Trust has furnished the Sub-Adviser with copies, properly
certified or otherwise authenticated, of each of the following: (a) Amended and
Restated Declaration of Trust of the Trust, dated July 1, 1996, as amended from
time to time (the "Declaration of Trust"); (b) By-Laws of the Trust as in effect
on the date hereof; (c) Resolutions of the Trustees approving the form of this
Agreement by and among the Adviser, the Sub-Adviser and the Trust, on behalf of
the Fund; (d) Resolutions of the Trustees selecting the Adviser as investment
adviser for the Fund and approving the form of the Investment Management
Contract; (e) the Investment Management Contract; (f) the Fund's portfolio
compliance checklists; (g) the Fund's current Registration Statement, including
the Fund's Prospectus and Statement of Additional Information; and (h) the
Fund's Code of Ethics. The Trust will furnish to the Sub-Adviser from time to
time copies, properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. 2. Investment Services. The Sub-Adviser
will use its best efforts to provide to the Fund continuing and suitable
investment advice with respect to investments, 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 (x) to the provisions contained
in the documents delivered to the Sub- Adviser pursuant to Section 1, as each of
the same may from time to time be amended or supplemented, and (y) to the
limitations set forth in the Registration Statement of the Trust, on behalf of
the Fund, as in effect from time to time under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended (the "1940 Act"),
the Sub-Adviser will have investment discretion with respect to the Fund and
will, at its own expense: (a) furnish the Adviser and the Fund with advice and
recommendations, 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 including the purchase and sale of options; (b) furnish the
Adviser and the Fund with advice as to the manner in which 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; (c) furnish the Adviser
and the Fund with research, economic and statistical data in connection with the
Fund's investments and investment policies; (d) submit such reports relating to
the valuation of the Fund's securities as the Trustees may reasonably request;
(e) subject to prior consultation with the Adviser, engage in negotiations
relating to the Fund's investments with issuers, investment banking firms,
securities brokers or dealers and other institutions or investors; (f) The
Sub-Adviser shall have full authority and discretion to select brokers and
dealers to execute portfolio transactions for the Fund and for the selection of
the markets on or in which the transaction will be executed. In providing the
Fund with investment management, it is recognized that the Sub-Adviser will give
primary consideration to securing the most favorable price and efficient
execution considering all circumstances. Within the framework of this policy,
the Sub-Adviser may consider the financial responsibility, research and
investment information and other research services and products provided by
brokers or dealers who may effect or be a party to any such transaction or other
transactions to which the Sub- Adviser's other clients may be a party. It is
understood that it is desirable for the Fund that the Sub-Adviser have access to
brokerage and research services and products and security and economic analysis
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund than broker-dealers that do not provide such brokerage and research
services. Therefore, in compliance with Section 28(e) of the Securities Exchange
Act of 1934 ("1934 Act"), the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Fund with such brokers, that provide
brokerage and research products and/or services that charge an amount of
commission for effecting securities transaction in excess of the amount of
commission another broker would have charged for effecting that transaction,
provided the Sub-Adviser determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Adviser for
this or other advisory accounts, subject to review by the Adviser from time to
time with respect to the extent and continuation of this practice. It is
understood that the information, services and products provided by such brokers
may be useful to the Sub-Adviser in connection with the Sub-Adviser's services
to other clients; (g) from time to time or at any time 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; (h) subject to the supervision of the
Adviser, maintain all books and records 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); (i) give instructions to the Fund's custodian
as to deliveries of securities to and from such custodian and transfer of
payment of cash for the account of the Fund, and advise the Adviser on the same
day such instructions are given; and (j) cooperate generally with the Fund and
the Adviser to provide information 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. 3. 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 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 2,
and any other expenses incurred by it in connection with the performance of its
duties hereunder. 4. Expenses of the Fund Not Paid by the Sub-Adviser. The
Sub-Adviser will not be required to pay any expenses 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 3, 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 2(j) 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. 5. 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 for the Fund, the Adviser will pay the
Sub-Adviser quarterly, in arrears, a fee at the annual rate of 55% of the
investment advisory fee. The "average daily net assets" of the Fund shall be
determined on the basis set forth in the Fund's Prospectus or otherwise
consistent with the 1940 Act and the regulations promulgated thereunder. The
Sub-Adviser will receive a pro rata portion of such fee for any periods in which
the Sub-Adviser advises the Fund less than a full quarter. The Fund shall not be
liable to the Sub-Adviser for the Sub- Adviser's compensation hereunder.
Calculations of the Sub-Adviser's fee will be based on average net asset values
as provided by the Adviser. In addition to the foregoing, the Sub-Adviser may
from time to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof would
otherwise accrue) and/or undertake to pay or reimburse the Fund for all or a
portion of its expenses not otherwise required to be borne or reimbursed by it.
Any such fee reduction or undertaking may be discontinued or modified by the
Sub-Adviser at any time. The fees payable to the Sub-Adviser by the Adviser
under this Sub-Investment Management Contract shall, upon receipt by the Adviser
of its fees under the Investment Management Contract, be paid by the Adviser
into an interest-bearing escrow account. If the holders of "a majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Fund have
voted to approve a new Sub-Investment Management Contract with the Sub-Adviser
by May 12, 2001, the fees paid by the Adviser into such escrow account (and
interest thereon) shall be paid to the Sub-Adviser. If such approval has not
been obtained by May 12, 2001, this Sub-Investment Management Contract shall
terminate and the Sub-Adviser shall be paid from the escrow account the lesser
of: (i) the costs incurred in performing its obligations under this Sub-
Investment Management Contract (plus interest earned on that amount while in
escrow), or (ii) the total amount in the escrow account (plus interest earned).
6. 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, 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. 7.
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 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. 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 while other funds or clients may be selling the same security. 8. 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. 9. Name of the Trust, the Fund and
the Sub-Adviser. 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 this Agreement
remains in effect. At such time as this 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 Fund 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. In addition, the Fund and the Trust hereby consent to the reasonable
use of the name of the Fund in marketing/client materials developed and
distributed by or on behalf of Sub-Adviser. In addition, it is understood that
the name "▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇" or the name of any of its affiliates, or any
derivative associated with those names, are the valuable property of the
Sub-Adviser and its affiliates and that the Fund, Trust and/or the Adviser have
the right to use such name(s) or derivative(s) in offering materials and sales
literature so long as this Agreement is in effect. Upon termination of the
Agreement, such authorization shall forthwith cease to be in effect. 10.
Limitation of Liability of Sub-Adviser. The Sub-Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Trust or
the Fund or the Adviser in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the Sub-Adviser's part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement. Any
person, even though also employed by the Sub-Adviser, who may be or become an
employee of and paid by the Trust or the Fund shall be deemed, when acting
within the scope of his employment by the Trust or the Fund, to be acting in
such employment solely for the Trust or the Fund and not as the Sub-Adviser's
employee or agent. 11. Duration and Termination of this Agreement. This
Agreement shall remain in force until May 12, 2001 or shareholder approval of a
new Agreement. 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,
the Adviser or 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. 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 11, the definitions contained in Section 2(a) of the
1940 Act (particularly the definitions of "assignment," "interested person" or
"voting security"), shall be applied. 12. 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 by (a) the Trustees, including a majority of
the Trustees who are not interested persons of the Adviser, the Sub-Adviser, or
(other than as Board members) of the Trust or the Fund, cast in person at a
meeting called for the purpose of voting on such approval, and (b) a majority of
the outstanding voting securities of the Fund, as defined in the 1940 Act. 13.
Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts. 14. 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. 15. 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 ▇▇▇▇ ▇▇▇▇▇▇▇
Investment Trust III is the designation of the Trustees under the Amended and
Restated Declaration of Trust dated July 1, 1996, 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 Fund and/or its agents, and only in connection with the
Fund and its investments. 16. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ undertakes to promptly notify
Fund of any change in its general partner(s). 17. The Fund agrees to obtain and
maintain insurance coverage satisfying any insurance requirements under the 1940
Act, to carry errors and omissions coverage in the amount of $10,000,000. 18.
The Adviser has received from Sub-Adviser and reviewed the disclosure statement
or "brochure" required to be delivered pursuant to Rule 204-3 of the Act (the
"Brochure"), which ▇▇▇▇▇▇▇▇ was received and reviewed by the Adviser more than
48 hours prior to entering into this Agreement. Yours very truly, ▇▇▇▇ ▇▇▇▇▇▇▇
INVESTMENT TRUST III on behalf of ▇▇▇▇ ▇▇▇▇▇▇▇ International Fund By:
______________________________________ President The foregoing contract is
hereby agreed to as of the date hereof. ▇▇▇▇ ▇▇▇▇▇▇▇ ADVISERS, INC. By:
______________________________________ President ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ CAPITAL
MANAGEMENT By: ____________________________ Name: Title:
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