Exhibit 99(d)(2)
FORM OF
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
The Munder Funds, Inc.
The Munder Framlington Funds Trust
AGREEMENT, made as of the 15/th/ day of May, 2001, among Munder Capital
Management ("Advisor"), a Delaware partnership, Framlington Overseas Investment
Management Limited ("Sub-Advisor"), a subsidiary of Framlington Group Limited, a
private limited company, incorporated in England and in Wales and registered
under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and The
Munder Funds, Inc. ("Company"), a Maryland corporation and The Munder
Framlington Funds Trust ("Framlington"), a Massachusetts business trust, each an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act").
WHEREAS, the Advisor has entered into Investment Advisory Agreements,
originally dated July 2, 1998 and restated as of May 15, 2001, with the Company
and Framlington (the "Investment Advisory Agreements"), pursuant to which the
Advisor will act as investment adviser to the Company and Framlington, with
respect to those series set forth in Schedule A to this Agreement, as it may be
amended from time to time (each, a "Fund" and, collectively, "Funds");
WHEREAS, with respect to the Munder International NetNet Fund and Munder
Bio(Tech)/2/ Fund, the Company and the Advisor have entered into Investment
Sub-Advisory Agreements with the Sub-Advisor, and with respect to each of
Framlington's Funds, Framlington and the Advisor have entered into an Investment
Sub-Advisory Agreement with the Sub-Advisor, dated October 31, 2000, December
20, 2000 and December 30, 2000, respectively ("Original Agreements"); and
WHEREAS, the Company, Framlington, the Advisor and the Sub-Advisor wish to
consolidate each of the Original Agreements into this single Agreement, provided
that, in doing so, no material change is made to any provision of the Original
Agreements;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the Company, Framlington, the Advisor and
the Sub-Advisor as follows:
1. Appointment
The Advisor hereby appoints the Sub-Advisor to act as sub-investment
adviser to the Funds for the periods and on the terms set forth herein. The
Sub-Advisor accepts the appointment and agrees to furnish the services set forth
herein for the compensation provided herein.
2. Services as Sub-Advisor
Subject to the general supervision and direction of the Board of Directors
of the Company and the Board of Trustees of Framlington (collectively, the
"Boards") and the Advisor, the Sub-Advisor will: (a) manage the investments of
each Fund in accordance with each Fund's investment objectives, restrictions and
policies as stated in that Fund's Prospectus and the Statement of Additional
Information filed with the Securities and Exchange Commission, as they may be
amended from time to time (or in the case of the Funds listed on Schedule B to
this Agreement, the Sub-Advisor will manage the investments of that portion of
each Fund that may be allocated by the Advisor to the Sub-Advisor from time to
time ("Allocated Portion")); (b) make investment decisions for each Fund or
Allocated Portion; (c) place
purchase and sale orders on behalf of each Fund or Allocated Portion; and (d)
select broker-dealers to execute trades on behalf of each Fund or Allocated
Portion.
The Sub-Advisor further agrees that, in performing its duties
hereunder, it will:
(a) comply with the 1940 Act and all rules and regulations thereunder,
the Advisers Act, the Internal Revenue Code, of 1986, as amended ("Code"), and
all other applicable federal and state laws and regulations, and with any
applicable procedures adopted by the Boards as advised to the Sub-Advisor from
time to time;
(b) use reasonable efforts to manage each Fund so that each will
qualify, and continue to qualify, as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder;
(c) maintain books and records with respect to each Fund's securities
transactions, render to the Advisor or Boards such periodic and special reports
as the Boards may reasonably request, and keep the Advisor and the Boards
informed of developments materially affecting the Funds' portfolios;
(d) make available to the Funds' administrator and, as appropriate,
the Company or Framlington, promptly upon their request, such copies of the
investment records and ledgers with respect to the Funds as may be required to
assist the administrator, the Company and Framlington in their compliance with
applicable laws and regulations; and
(e) immediately notify the Company and Framlington in the event that
the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Sub-Advisor from serving as
investment advisor pursuant to this Agreement; or (2) becomes aware that it is
the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission or other regulatory authority. The
Sub-Advisor further agrees to notify the Company and Framlington immediately of
any material fact known to the Sub-Advisor respecting or relating to the
Sub-Advisor that is not contained in the Company's or Framlington's Registration
Statement regarding the Funds, or any amendment or supplement thereto, but that
is required to be disclosed therein, and of any statement contained therein that
becomes untrue in any material respect.
3. Documents
The Advisor has delivered properly certified or authenticated copies
of each of the following documents to the Sub-Advisor and will deliver to it all
future amendments and supplements thereto, if any:
(a) certified resolutions of each Board authorizing the appointment of
the Sub-Advisor and approving the form of this Agreement;
(b) the Registration Statements describing the Funds as filed with the
Securities and Exchange Commission and any amendments thereto; and
(c) exhibits, powers of attorneys, certificates and any and all other
documents relating to or filed in connection with the Registration Statements
described above.
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4. Brokerage
In selecting broker-dealers to execute transactions on behalf of the
Funds, the Sub-Advisor will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Sub-Advisor will consider all factors it deems relevant,
including, but not limited to, the breadth of the market in the security, the
price of the security, the financial condition and execution capability of the
broker-dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting broker-dealers to execute a
particular transaction, and in evaluating the best overall terms available, the
Sub-Advisor is authorized to consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as amended (the "1934 Act")) provided to the Funds and/or other accounts over
which the Sub-Advisor or its affiliates exercise investment discretion. The
parties hereto acknowledge that it is desirable for the Company and Framlington
that the Sub-Advisor have access to supplemental investment and market research
and security and economic analysis provided by broker-dealers who may execute
brokerage transactions at a higher cost to the Company and Framlington than may
result when allocating brokerage to other brokers on the basis of seeking the
most favorable price and efficient execution. Therefore, the Sub-Advisor may
cause a Fund to pay a broker-dealer which furnishes brokerage and research
services a higher commission than that which might be charged by another
broker-dealer for effecting the same transaction, provided that the Sub-Advisor
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker-dealer,
viewed in terms of either the particular transaction or the overall
responsibilities of the Sub-Advisor to the Funds. It is understood that the
services provided by such brokers may be useful to the Sub-Advisor in connection
with the Sub-Advisor's services to other clients. In accordance with Section
11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other
applicable laws and regulations, the Sub-Advisor and its affiliates are
authorized to effect portfolio transactions for the Funds and to retain
brokerage commissions on such transactions.
5. Records
The Sub-Advisor agrees to maintain and to preserve for the periods
prescribed under the 1940 Act any such records as are required to be maintained
by the Sub-Advisor with respect to the Funds by the 1940 Act. The Sub-Advisor
further agrees that all records which it maintains for each Fund are the
property of each Fund and it will promptly surrender any of such records upon
request.
6. Standard of Care
The Sub-Advisor shall exercise its best judgment in rendering the
services under this Agreement. The Sub-Advisor shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Advisor, the Funds
or the Funds' shareholders in connection with the matters to which this
Agreement relates, provided that nothing herein shall be deemed to protect or
purport to protect the Sub-Advisor against any liability to the Advisor, the
Funds or to the Funds' shareholders to which the Sub-Advisor would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or by reason of the Sub-Advisor's reckless
disregard of its obligations and duties under this Agreement. As used in this
Section 6, the term "Sub-Advisor" shall include any officers, directors,
employees, or other affiliates of the Sub-Advisor performing services with
respect to the Funds.
7. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Advisor will pay the Sub-Advisor a fee at an annual rate based on each
Fund's average daily net assets as set forth on
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Schedule A. This fee shall be computed and accrued daily and payable monthly.
For the purpose of determining fees payable to the Sub-Advisor, the value of
each Fund's average daily net assets shall be computed at the times and in the
manner specified in the Fund's Prospectuses or Statements of Additional
Information. As to each Fund, if, in any fiscal year, the Advisor determines to
waive fees payable to it by the Fund or reimburse expenses to the Fund, the
Sub-Advisor will bear that portion of the fee waiver or expense reimbursement
which bears the same relation to such fee waiver or expense reimbursement as the
fee payable by the Fund to the Sub-Advisor during such year bears to the total
of (i) the annual fee payable by the Fund to the Sub-Advisor plus (ii) the
annual fee payable by the Fund to the Advisor, in each case without giving
effect to the fee waiver or expense reimbursement.
8. Expenses
The Sub-Advisor will bear all expenses in connection with the performance
of its services under this Agreement. Each Fund will bear certain other expenses
to be incurred in its operation, including: taxes; interest; brokerage fees and
commissions, if any; fees of the members of its Board who are not officers,
directors, or employees of the Advisor or any Sub-Advisor; Securities and
Exchange Commission fees and state blue sky qualification fees; charges of
custodians and transfer and dividend disbursing agents; the Fund's proportionate
share of insurance premiums; outside auditing and legal expenses; costs of
maintenance of Fund's existence; costs attributable to investor services,
including, without limitation, telephone and personal expenses; charges of an
independent pricing service; costs of preparing and printing Prospectuses and
Statements of Additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings of the shareholders of the Fund and of the officers or members of the
Board; and any extraordinary expenses.
9. Services to Other Companies or Accounts
The investment advisory services of the Sub-Advisor to the Funds under this
Agreement are not to be deemed exclusive, and the Sub-Advisor, or any affiliate
thereof, shall be free to render similar services to other investment companies
and clients (whether or not their investment objective and policies are similar
to those of a Fund) and to engage in activities so long as its services
hereunder are not impaired thereby.
10. Duration and Termination
(a) Current Funds. With respect to each of the Funds listed on Schedule A
as of May 15, 2001 ("Current Funds") this Agreement shall be effective as of the
date that the relevant Original Agreement became effective with respect to that
Current Fund ("Original Agreement Date"), provided that with respect to any
Current Fund the Original Agreement was approved in accordance with the terms of
the Original Agreement. For each Current Fund, this Agreement shall continue in
effect, unless sooner terminated, as provided herein, for two years from the
Original Agreement Date for that Current Fund and shall continue from year to
year thereafter, provided each continuance is specifically approved at least
annually by (i) the vote of a majority of the members of the relevant Board or
(ii) a vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Current Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the members of the relevant Board who are not
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(b) New Funds. With respect to any Fund not listed on Schedule A hereto as
of May 15, 2001 ("New Fund"), this Agreement shall become effective on such date
as determined by the relevant Board, provided that with respect to any New Fund,
this Agreement shall not take effect unless it has been approved (a) by a vote
of a majority of the members of each Board, including a majority of those Board
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members who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval, and (b) by vote of a majority of that New Fund's
outstanding voting securities and shall continue in effect with respect to the
New Fund, unless sooner terminated, as provided herein, for two years from the
initial approval date for each New Fund and shall continue from year to year
thereafter, provided each continuance is specifically approved at least annually
by (i) the vote of a majority of the members of the relevant Board or (ii) a
vote of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the New Fund's outstanding
voting securities, provided that in either event the continuance is also
approved by a majority of the members of the relevant Board who are not
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(c) Termination. This Agreement is terminable with respect to the Funds, or
any Fund, without penalty, on sixty (60) days' written notice by the relevant
Board(s) or by vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇)
of the shares of the affected Funds or upon ninety (90) days' written notice by
the Advisor. Termination of this Agreement with respect to any given Fund, shall
in no way affect the continued validity of this Agreement or the performance
thereunder with respect to any other Fund. This Agreement will be terminated
automatically in the event of its "assignment" (as defined in the 1940 Act).
11. Amendment
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 of this Agreement shall be effective with respect to
any Fund until approved by an affirmative vote of (i) a majority of the
outstanding voting securities of such Fund, and (ii) a majority of the members
of the relevant Board, including a majority of Board members who are not
interested persons of any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required
by applicable law.
12. Names
It is understood that the name "Framlington Overseas Investment Management
Limited" or "Munder Capital Management" or any derivative of or logo associated
with either name is the valuable property of the Sub-Advisor and the Advisor and
each of their affiliates, and that the Fund has the right to use any such names
(or any derivative thereof or associated logo) only so long as this Agreement
shall continue with respect to that Fund. Upon termination of this Agreement,
the Fund shall forthwith cease to use such names (or any derivative thereof or
associated logo) and the Company or Framlington, as applicable, will promptly
amend its charter documents to change the name of any applicable Fund to comply
herewith. To the extent used in the United States, it is understood that, with
respect to the Funds set forth on Schedule C, the names specified above (or any
derivative thereof or associated logo) is the valuable property of the Company
or Framlington, as indicated, and the Sub-Advisor and the Advisor shall have the
right to use those names (or derivative thereof or associated logo) anywhere in
the world for so long as this Agreement shall continue.
13. Separate Agreements
The parties affirm and agree that this Agreement shall be enforced as a
separate agreement as between the Sub-Advisor, the Advisor and each of the
Company and Framlington. Nothing in this Agreement shall be interpreted to
combine or collectively enjoin the Company and Framlington. For all purposes,
this Agreement shall be considered and interpreted as individual agreements
between the Sub-Advisor, the Advisor and each of the Company and Framlington.
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14. Miscellaneous
(a) The provisions set forth on Appendix A with respect to the
Sub-Advisor are incorporated herein by reference and considered part of this
Agreement. This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof.
(b) Titles or captions of sections contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or the intent of
any provisions thereof.
(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one Agreement, binding on all
the parties (subject to Section 13 of this Agreement).
(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and enforced in
accordance with the laws of the State of Michigan.
(e) If any provisions of this Agreement or the application thereof to
any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Agreement or the application of such provision to such person or circumstance,
other than these as to which it is so determined to be invalid or unenforceable,
shall not be affected thereby, and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Notices of any kind to be given to the Sub-Advisor by the Advisor
shall be in writing and shall be duly given if mailed or delivered to the
Sub-Advisor at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, or at such other
address or to such individual as shall be specified by the Sub-Advisor to the
Fund or the Advisor. Notices of any kind to be given to the Fund or the Advisor
by the Sub-Advisor shall be in writing and shall be duly given if mailed or
delivered to ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
address or to such individual as shall be specified by the Fund or the Advisor
to the Sub-Advisor.
(g) With respect to Framlington, the words "The Munder Framlington
Funds Trust" and "Trustees" or "Board of Trustees" used or implied herein refer
respectively to the trust created and the Trustees, as trustees of Framlington
but not individually or personally acting from time to time under its
Declaration of Trust, which is hereby referred to and a copy of which is on file
at the office of the Secretary of the Commonwealth of Massachusetts and at the
principal office of Framlington.
(h) With respect to Framlington, the obligations of "The Munder
Framlington Funds Trust" entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives or agents of Framlington are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, officers, representatives or agents of Framlington
personally, but bind only Framlington property, and all persons dealing with any
series or class of shares of Framlington must look solely to trust property
belonging to such series or class for the enforcement of any claims against
Framlington.
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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 date first set forth
above.
THE MUNDER FUNDS, INC.
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and Secretary
THE MUNDER FRAMLINGTON FUNDS TRUST
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President and Secretary
MUNDER CAPITAL MANAGEMENT
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President
FRAMLINGTON OVERSEAS INVESTMENT
MANAGEMENT LIMITED
By: ___________________________________
SCHEDULE A
Annual Fees (as a Percentage of
Average Daily Net Assets)
-------------------------
Munder Funds Inc.
-----------------
Munder International NetNet Fund 0.625%
Munder Bio(Tech)/2/ Fund 0.625%
Munder Framlington Funds Trust
------------------------------
Munder Framlington Emerging Markets Fund 0.625%
Munder Framlington International Growth Fund 0.50% of net assets up to $250 million; plus
0.375%of net assets of $250 million or more
Munder Framlington HealthcareFund 0.50% of net assets up to $250 million; plus
0.375%of net assets of $250 million or more
Munder Framlington Global Financial Services Fund 0.375%
Dated: May 15, 2001
SCHEDULE B
Services of Sub-Advisor. Reference is made to Section 2 of the Agreement
------------------------------------------------------------------------
Munder International NetNet Fund
Munder Bio(Tech)/2/ Fund
DATED: May 15, 2001
This Schedule may be amended from time to time, as agreed to by all parties in
writing.
SCHEDULE C
Use of Names. Reference is made to Section 12 of the Agreement
---------------------------------------------------------------
The Munder Funds, Inc.
----------------------
"Munder International NetNet Fund"
"Munder Bio(Tech)/2/ Fund"
For the avoidance of doubt, after termination of this Agreement, the Sub-Advisor
shall not use any derivative or logo of such Funds which includes the name
"Munder" and/or Munder Bio(Tech)/2/ or "Munder International NetNet", except as
is currently in use.
DATED: May 15, 2001
This Schedule may be amended from time to time, as agreed to by all parties in
writing.
APPENDIX A
ADDITIONAL IMRO PROVISIONS
--------------------------
The provisions set forth herein are subject to the limitations of the 1940
Act, the Advisers Act and the Funds' Prospectuses and Statements of Additional
Information. In the extent of a conflict of terms or provisions between this
Appendix A and the Agreement, the Agreement shall govern.
1. Framlington Overseas Investment Management Limited (the "Sub-Advisor") is
regulated in the conduct of its investment business in the United Kingdom
by the Investment Management Regulatory Organization ("IMRO").
2. Services
The Sub-Advisor will provide discretionary investment management
services for Munder Capital Management (the "Advisor"). Further details of
the services to be provided are set out in the Investment Sub-Advisory
Agreement (the "Agreement") to which this Appendix A is incorporated by
reference. Such services are to be provided on the basis that the Advisor
falls within the category of non-private investor.
3. Fees
Details of the Sub-Advisory fees are set out in Paragraph 7 of the
Agreement. Any remuneration received by the Sub-Advisor hereunder shall
supplement any other remuneration receivable by the Sub-Advisor in
connection with transactions effected by the Sub-Advisor with or for the
Advisor under this or any other agreement with the Advisor.
4. Termination
The provisions in respect of termination of the Agreement are set out
in Paragraph 10 of the Agreement. Termination of the Agreement by either
party shall be without prejudice to the completion of any transaction
already initiated which shall be completed in accordance with market
practice.
5. The Portfolio
The investment objectives and any restrictions on the types of
investments and markets in which transactions may be affected are
prescribed in applicable laws (see Paragraph 2 of the Agreement) and are
set-out in the Funds' Prospectuses and the Statements of Additional
Information or as notified to and accepted by the Sub-Advisor in accordance
with the terms of the Agreement.
6. Subject to the 1940 Act, the Investment Advisers Act, the Prospectuses and
the Statements of Additional Information, the Sub-Advisor shall be entitled
without prior reference to the Advisor to effect on behalf of the Advisor
transactions:
a) in investments the price of which may be being stabilized;
b) in units in Collective Investment Schemes which are not Regulated
Collective Investment Schemes and which are not regulated in
accordance with the 1940 Act and other applicable laws; and
c) where the Sub-Advisor may act as a principal or as agent between
another client or any Associate of the Sub-Advisor and the Advisor
provided that the terms of the transaction are at least as good as
those generally available elsewhere.
7. The Sub-Advisor may commit the Advisor to supplement any Fund either by
borrowing or by committing the Advisor to a contract the performance of
which may require the Advisor to supplement such Fund but such borrowing
may only take place in accordance with the 1940 Act.
With respect to the above, borrowing shall only be effected on a
short-term basis ancillary to the proper management of the Funds pending
settlement of other transactions or to protect against currency
fluctuations and in any event will be in accordance with relevant
regulations and the guidelines set out in the applicable Prospectus and the
Statement of Additional Information.
8. Subject to the 1940 Act, the Advisers Act, the Prospectuses and the
Statements of Additional Information, the Sub-Advisor may effect without
prior reference to the Advisor transactions involving an obligation to
underwrite any issue or offer for sale of investments by or through parties
unrelated to the Sub-Advisor (and there are no restrictions on the
categories of securities which may be so underwritten) provided that such
underwriting shall be limited to 25% of the value of any Fund.
9. Valuation, Reports and Records
The Sub-Advisor shall send to the Advisor, at least once every
calendar quarter, a statement of the contents and valuation of the Funds,
the transactions entered into during such period and other information
required by the IMRO Rules to be contained in such statement. Such
statement may contain a measure of performance of the Funds by reference to
the appropriate indices.
The Sub-Advisor shall forward contract notes to the administrator of
the Funds, as listed in the Funds' the Prospectuses and/or the Statements
of Additional Information, as soon as possible after the transaction at the
address set out in the Prospectuses or to such other address as the Advisor
may provide to the Sub-Advisor for that purpose.
10. Complaints
The Sub-Advisor has in operation, and ensures compliance with, a
written procedure for the effective consideration and proper handling of
any complaints the Advisor may have. The Advisor also has the right to make
a complaint direct to the Investment Ombudsman, at ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇.
Such procedure ensures that (unless a complaint can be settled
instantly and directly by the representative or employee of the Sub-Advisor
responsible for the matters involved in the complaint and does not involve
sums which are material in relation to the financial circumstances of the
complainant) the complaint is considered by an officer or employee of
appropriate seniority who was not himself concerned in the matter or (where
this is not possible) by a person of appropriate standing who is not an
officer or employee of the Sub-Advisor.
11. Compensation
In the event that the Sub-Advisor is unable to meet any liabilities to
the Advisor, the Advisor can apply to the Sub-Advisor or to IMRO for a
statement describing the rights to compensation.
12. Hedging
Where a liability in one currency is to be matched by an asset in a
different currency or where all or part of the investments are denominated
in a currency other than sterling, a movement of exchange rates may have a
separate effect, unfavorable as well as favorable, on the gain or loss
otherwise experienced on the investment.
13. Investments Not Readily Realisable
In relation to any Investments Not Readily Realisable in which the
Funds may be invested, the Advisor is advised that these are not readily
realisable, that there can not be any certainty that market makers will be
prepared to deal in them and that proper information for determining their
current value may not be available. The Sub-Advisor will notify the Advisor
of any transaction in an Investment Not Readily Realisable in the six
monthly statements, or as requested by the Advisor.
"Investment Not Readily Realisable" has the meaning assigned to it by
the IMRO Rules and includes, inter alia, investments (which are not life
policies or units in Regulated Collective Investment Schemes) which are not
traded on or under the rules of a recognized investment exchange and
investments which are so traded, but not with sufficient frequency or
regularity for a reliable quoted price for such transactions to be
available.
14. Margined Transactions, Options, Futures and Contracts for Differences
The Sub-Advisor shall be entitled without prior reference to, or the
written consent of, the Advisor, to effect transactions in Margined
Transactions, Options, Futures and Contracts for Differences. The Advisor
is warned that the markets can be highly volatile and that such investments
may carry a high risk of loss. The Sub-Advisor will only carry out such
transactions in accordance with the Agreement, and the provisions of the
Prospectuses, the Statements of Additional Information, and applicable laws
and regulations.
"Margined Transactions" has the meaning assigned to it by the IMRO
Rules and includes, inter alia, a transaction relating to a Future, an
Option or a Contract for Differences under the terms of which the Advisor
may be liable to make deposits in cash or collateral to secure performance
of obligations which he may have to perform when the transaction fails to
be completed or upon the earlier closing out of his position.
15. Warrants
Warrants often involve a high degree of gearing so that a relatively
small movement in the price of the security to which the warrant relates
may result in a disproportionately large movement, unfavourable as well as
favourable, in the price of the warrant.
