SUB-ADVISORY AGREEMENT
Agreement made this ___ day of _________ , 1997, by and between
ZURICH INVESTMENT MANAGEMENT, INC., a Delaware corporation and
registered investment adviser ("Sub-Adviser") and DREMAN VALUE
ADVISORS, INC., a Delaware corporation and registered investment
adviser ("Secondary Sub-Adviser").
WHEREAS, Beacon Global Advisors Trust, a Delaware business trust
("Trust") is an open-end management investment company registered
under the Investment Company Act of 1940, as amended ("1940 Act"),
the shares of beneficial interest of the initial series of which are
called The Cruelty Free Value Fund ("Fund") and are registered under
the Securities Act of 1933, as amended ("1933 Act");
WHEREAS, the Trust has retained Beacon Global Advisors, Inc.
("Adviser") to render to it investment advisory and management
services pursuant to an Investment Management Agreement, dated
_______________, 1997 ("Management Agreement"); and
WHEREAS, pursuant to a Sub-Advisory Agreement, dated ______,
1997 ("Sub-Advisory Agreement") between the Adviser and the Sub-Adviser,
the Sub-Adviser has selected the Secondary Sub-Advisor to
render investment advisory and management services for the Fund and
the Secondary Sub-Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the parties
hereto as follows:
1. Appointment. The Sub-Adviser hereby appoints the Secondary Sub-Adviser,
and the Secondary Sub-Adviser accepts the appointment, to
manage the investment and reinvestment of the assets of the Fund and
to furnish other services for the period and on the terms set forth
herein.
2. Management. The Secondary Sub-Adviser will: (i) manage the
investment and reinvestment of the Fund's assets in accordance with
the applicable investment objectives, policies and limitations set
forth in the Trust's prospectus (such prospectus and Statement of
Additional Information, as presently in effect, and all amendments
and supplements thereto are herein collectively called the
"Prospectus")and applicable laws and regulations; (ii) be subject to
the supervision of the Adviser, Sub-Adviser and the Board of
Trustees; and (iii) place orders for the purchase or sale of
securities for the Fund's account with brokers or dealers selected
by the Secondary Sub-Adviser. The Secondary Sub-Adviser is
authorized, on behalf of the Fund to give instructions to the
custodian of the Fund as to the deliveries of securities and payments
of cash for the account of the Fund. The Secondary Sub-Adviser shall
have access to such reports and records of the Fund it deems
necessary to perform it services hereunder.
Except as specifically stated in this Section 2 and Section 9,
the Secondary Sub-Adviser shall not be responsible for providing (i)
compliance monitoring, reporting or testing; (ii) record maintenance
or preparation; or (iii) accounting, tax or other services to the
Fund. The Secondary Sub-Adviser will prepare and maintain the
following: trade orders and written correspondence with brokers or
dealers regarding such trade orders, written correspondence with the
custodian(s) and accountants for the Fund and all communications with
issuers regarding the voting of securities.
In connection with the selection of brokers or dealers by the
Secondary Sub-Adviser and the placing of orders with said brokers or
dealers, the Secondary Sub-Adviser will seek for the Fund best
execution of orders. The Secondary Sub-Adviser shall not be deemed
to have acted unlawfully or to have breached any duty, created by
this Agreement or otherwise, solely by reason of its having caused
the Fund to pay a broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction, if the Secondary Sub-Adviser determined in good
faith that such amount of commission was reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular
transaction or the Secondary Sub-Adviser's overall responsibilities
with respect to the clients of the Secondary Sub-Adviser as to which
the Secondary Sub-Adviser exercises investment discretion. The Sub-Adviser
recognizes that all research services and research that the
Secondary Sub-Adviser receives or generates are available for all
clients and that the Fund and other clients may benefit thereby.
The Secondary Sub-Adviser shall for all purposes herein provided
be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for
or represent the Fund, Adviser or Sub-Adviser in any way or otherwise
be deemed an agent of the Fund, Adviser or Sub-Adviser.
3. Additional Series. In the event that the Trust establishes one
or more additional series with respect to which the Sub-Adviser
desires to retain the Secondary Sub-Adviser to render investment
advisory and management services hereunder, the Sub-Adviser shall
notify the Secondary Sub-Adviser in writing. If the Secondary Sub-Adviser
is willing to render such services, it shall notify the Sub-Adviser in
writing whereupon such series shall become subject to this
Agreement.
4. Compensation. For the services described in Section 2, the Sub-Adviser
will pay to the Secondary Sub-Adviser as of the close of
business on the last business day of each calendar quarter, a sub-advisory
fee computed at an annual rate of .50 of 1% of the Fund's
first $50 million of average daily net assets, .35 of 1% of the
Fund's next $50 million of average daily net assets and .25 of 1% of
average daily net assets over $100 million.
The fee as computed above shall be computed separately for each
series of the Trust subject to this Agreement based on the average
daily net assets of such series. For the quarter and year in which
this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the
Agreement is in effect during the quarter and year, respectively.
All sub-advisory fees hereunder will be invoiced directly to the
Sub-Adviser at the address immediately below and be due no later than
thirty (30) days after the date of the invoice.
Zurich Investment Management, Inc.
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
5. Non-Exclusivity. The services of the Secondary Sub-Adviser
under this Agreement are not to be deemed exclusive, and the
Secondary Sub-Adviser shall be free to render similar services or
other services to others so long as its services hereunder are not
impaired thereby.
6. Net Asset Value. The net asset value for each series of the
Trust shall be calculated in accordance with the provisions of the
Prospectus. On each day when net asset value is not calculated, the
net asset value of a series shall be deemed to be the net asset value
of such series as of the close of business on the last day on which
such calculation was made for the purpose of the foregoing
computations.
7. Limitation of Liability. The Secondary Sub-Adviser shall not
be liable for any error of judgment or of law or for any loss
suffered by the Trust, Adviser or Sub-Adviser in connection with the
matters to which this Agreement relates, except loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the
Secondary Sub-Adviser in the performance of its obligations and
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
8. Duration and Termination. This Agreement shall become effective
with respect to the Fund on the date hereof and shall remain in full
force for two years thereafter, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from
year to year thereafter with respect to each series subject to this
Agreement, but only as long as such continuance is specifically
approved for each series at least annually in the manner required by
the 1940 Act and the rules and regulations thereunder; provided,
however, that if the continuation of this Agreement is not approved
for a series, the Secondary Sub-Adviser may continue to serve in such
capacity for such series in the manner and to the extent permitted
by the 1940 Act and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the Management
Agreement or Sub-Advisory Agreement and may be terminated at any time
with respect to any series without the payment of any penalty by the
Sub-Adviser or by the Secondary Sub-Adviser on sixty (60) days
written notice to the other party. The Trust may effect termination
with respect to any series without payment of any penalty by action
of the Board of Trustees or by vote of a majority of the outstanding
voting securities of such series on sixty (60) days written notice
to the Sub-Adviser and the Secondary Sub-Adviser.
This Agreement may be terminated with respect to any series at
any time without the payment of any penalty by the Board of Trustees
of the Trust, by vote of a majority of the outstanding voting
securities of such series, by the Adviser or Sub-Adviser in the
event that it shall have been established by a court of competent
jurisdiction that the Secondary Sub-Adviser or any officer or
director of the Secondary Sub-Adviser has taken any action which
results in a breach of the covenants of the Secondary Sub-Adviser set
forth herein.
The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in
the 1940 Act and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the
Secondary Sub-Adviser to receive payments on any unpaid balance of
the compensation described in Section 4 earned prior to such
termination.
9. Proxies, Tender Offers, Class Actions, Etc. The Secondary Sub-Adviser
will act as the Trust's agent and attorney-in-fact to vote,
tender, convert, endorse, transfer and deliver securities in the
Fund, to elect the form of dividend payments and to execute proxies,
waivers, consents and other instruments with respect to such
securities, subject to any written instructions received from the
Adviser, Sub-Adviser or the Trust within a reasonable period prior
to the action. The Secondary Sub-Adviser shall disclose to the Sub-Adviser
any material conflict of interest it or its affiliates may
have with respect to the vote or other requested action, within a
reasonable period prior to the action.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
11. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
12. Governing Law. This Agreement shall be construed in accordance
with applicable federal law and the laws of the State of Illinois,
without giving effect to the conflicts of law principles thereof, and
in accordance with the 1940 Act. To the extent that the applicable
laws of the State of Illinois conflict with the applicable provisions
of the 1940 Act, the latter shall control.
13. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by a written
instrument signed on behalf of each of the parties.
14. Entire Agreement. This Agreement is the entire contract between
the parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject matter
hereof.
IN WITNESS WHEREOF, the Sub-Adviser and the Secondary Sub-Adviser
have caused this Agreement to be executed as of the day and
year first above written.
ZURICH INVESTMENT MANAGEMENT, INC.
By:____________________________
Title: Senior Managing Director
DREMAN VALUE ADVISORS, INC.
By:____________________________
Title:President
and Chief Executive Officer
