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 BEACON GLOBAL
ADVISORS, INC., a corporation and registered investment adviser
("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 the Adviser to render to it
investment advisory and management services pursuant to an Investment
Management Agreement, dated _______________, 1997 ("Management
Agreement"); and
WHEREAS, the Adviser desires at this time to retain the Sub-Adviser
to render investment advisory and management services for the
Fund and the 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 Adviser hereby appoints the Sub-Adviser, and
the 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. Delivery of Documents.
(a) Adviser has furnished Sub-Adviser with copies properly
certified or authenticated of each of the following:
(i) Certificate of Trust, as filed with the Secretary of
State of Delaware on September 16, 1996, and all amendments
thereto or restatements thereof;
(ii) Trust Instrument and Trust's By-Laws and amendments
thereto;
(iii) resolutions of Trust's Board of Trustees
authorizing the appointment of Sub-Adviser and approving this
Agreement;
(iv) Trust's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange
Commission ("SEC") on October 28, 1996 and all amendments
thereto; and
(v) Trust's Registration Statement on Form N-1A under
the 1933 Act (File No. 333-14919) and under the 1940 Act as
filed with the SEC and all amendments thereto.
Adviser will furnish Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing and Trust's most
recent prospectus and Statement of Additional Information (such
prospectus and Statement of Additional Information, as presently in
effect, and all amendments and supplements thereto are herein
collectively called the "Prospectus").
(b) By executing this Agreement, the Adviser acknowledges prior
receipt of the Sub-Adviser's Part II of Form ADV filed with the
Securities and Exchange Commission.
3. Management. The 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 and applicable laws and regulations; (ii)
be subject to the supervision of the 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 Sub-Adviser. The 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 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 3 and Section 10,
the 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 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
Sub-Adviser and the placing of orders with said brokers or dealers,
the Sub-Adviser will seek for the Fund best execution of orders. The
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 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 Sub-Adviser's overall responsibilities with
respect to the clients of the Sub-Adviser as to which the Sub-Adviser
exercises investment discretion. The Adviser recognizes that all
research services and research that the Sub-Adviser receives or
generates are available for all clients and that the Fund and other
clients may benefit thereby.
The 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 or the Adviser in any way or otherwise be deemed
an agent of the Fund or the Adviser.
4. Additional Series. In the event that the Trust establishes one
or more additional series with respect to which the Adviser desires
to retain the Sub-Adviser to render investment advisory and
management services hereunder, the Adviser shall notify the Sub-Adviser
in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing whereupon such
series shall become subject to this Agreement.
5. Compensation. For the services described in Section 3, the
Adviser will pay to the 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
Adviser at the address immediately below and be due no later than
thirty (30) days after the date of the invoice.
Beacon Global Advisors, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, XX 00000-0000
6. Non-Exclusivity. The services of the Sub-Adviser under this
Agreement are not to be deemed exclusive, and the Sub-Adviser shall
be free to render similar services or other services to others so
long as its services hereunder are not impaired thereby.
7. 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.
8. Limitation of Liability. The Sub-Adviser shall not be liable
for any error of judgment or of law or for any loss suffered by the
Trust or the 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 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.
9. 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 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 and may be terminated at any time with respect to any
series without the payment of any penalty by the Adviser or by the
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 Adviser and the 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 or by the Adviser in the event that it
shall have been established by a court of competent jurisdiction that
the Sub-Adviser or any officer or director of the Sub-Adviser has
taken any action which results in a breach of the covenants of the
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
Sub-Adviser to receive payments on any unpaid balance of the
compensation described in Section 5 earned prior to such termination.
10. Proxies, Tender Offers, Class Actions, Etc. The 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 or the
Trust within a reasonable period prior to the action. The Sub-Adviser
shall disclose to the 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.
11. 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.
12. 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.
13. Governing Law. This Agreement shall be construed in accordance
with applicable federal law and the laws of the State of Delaware,
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 Delaware conflict with the applicable provisions
of the 1940 Act, the latter shall control.
14. 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.
15. 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 Adviser and the 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
BEACON GLOBAL ADVISORS, INC.
By:____________________________
Title:_________________________
