PORTFOLIO MANAGEMENT CONTRACT
Xxxxxx Trust and Savings Bank (the "Adviser"), an Illinois bank and
Xxxxxx Investment Management, Inc., (the "Subadviser") a Delaware corporation
registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), agree as follows:
1. Appointment of Subadviser. The Adviser appoints the Subadviser to
furnish investment advisory and other services to the Xxxxxx Insight Funds
Trust (the "Trust") for its Equity Income Fund, Growth Fund, Index Fund,
Small-Cap Opportunity Fund, International Fund, Balanced Fund, Convertible
Securities Fund, Bond Fund, Intermediate Government Bond Fund, Tax-Exempt Bond
Fund and Intermediate Tax-Exempt Bond Fund (the "Funds") and the Subadviser
accepts that appointment for the period and on the terms set forth below.
2. Services of Subadviser.
(a) Investment Management. Subject to the overall control of the Board of
Trustees of the Trust (the "Board of Trustees") and the Adviser, the
Subadviser shall have supervisory responsibility for the general management
and investment of the assets of the Funds giving due consideration to the
investment policies and restrictions, portfolio transaction policies and the
other statements concerning the Funds in the Trust's Declaration of Trust, by-
laws and registration statements under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Securities Act of 1933, as amended (the
"1933 Act"), to the provisions of the 1933 Act and the 1940 Act and rules and
regulations thereunder, to the provisions of the Internal Revenue Code
applicable to the Funds as regulated investment companies and to other
applicable law (the "Investment Policies and Restrictions").
(b) Monitoring Subadviser. The Adviser shall monitor and evaluate the
investment performance of the Subadviser; and shall monitor the investment
activities of the Subadviser to ensure compliance with the Investment Policies
and Restrictions.
(c) Reports and Information. The Subadviser shall furnish to the Adviser
periodic reports on the investment strategy and performance of the Funds and
such additional reports and information as the Adviser or the Board of
Trustees or the officers of the Trust may reasonably request.
(d) Undertakings of Subadviser. The Subadviser further agrees that it will:
(i) At all times be duly registered as an investment adviser
under the Investment Advisers Act of 1940 and be duly registered and qualified
under other securities legislation in each jurisdiction where such
registration or qualification is required, whether as portfolio manager,
investment counsel or such other category as may be required;
(ii) Comply with the 1940 Act and with all applicable rules and
regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by
the Board of Trustees from time to time;
(iii) Select broker-dealers in accordance with guidelines
established by the Board of Trustees from time to time and in accordance with
applicable law (consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Subadviser may,
in its discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Subadviser with research advice and other
services);
(iv) Maintain books and records with respect to the securities
transactions of the Funds;
(v) Treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust or to prior,
present or potential shareholders, and will not use such records or
information for any purpose other than in the performance of its
responsibilities and duties hereunder, except (A) after prior notification to
and approval in writing by the Trust, which approval shall not be unreasonably
withheld, (B) when so requested by the Trust, (C) as required by tax
authorities or (D) pursuant to a judicial request, requirement or order,
provided that the Subadviser takes reasonable steps to provide the Trust with
prior notice in order to allow the Trust to contest such request, requirement
or order.
(e) Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Subadviser agrees that all records that it maintains
for the Trust are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trusts request. The
Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act.
(f) Independent Contractor. The Subadviser shall for all purposes herein be
deemed to be an independent contractor and not an agent of the Trust and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way.
3. Undertakings of Adviser. The Adviser will:
(a) Furnish to the Subadviser promptly a copy of each amendment to the
registration statement of the Trust under the 1940 Act and the 1933 Act and of
each prospectus and statement of additional information relating to the Fund
and any supplement thereto;
(b) Inform the principal custodian of the Funds (the "Custodian") (currently
PNC Bank, N.A.) of the appointment of the Subadviser as investment subadviser
and portfolio manager of the Funds;
(c) Instruct the Custodian to cooperate with the Subadviser in the provision
of custodial services to the Funds; and
(d) Provide the Subadviser with all information that the Subadviser may
reasonably require insofar as it relates to the custodial arrangements in
connection with this Agreement.
4. Expenses Borne by Subadviser. The Subadviser at its own expense shall
furnish personnel, office space and office facilities and equipment required
to render its services pursuant to this Agreement.
5. Compensation of Subadviser. For the services to be rendered and the
expenses to be assumed and to be paid by the Adviser under this Agreement, the
Adviser shall pay to the Subadviser a fee, computed and accrued daily and
payable on the first business day of each month, at the following annual rates
considered separately on a portfolio-by-portfolio basis: 1.05% of the average
daily net assets of the International Fund; 1.00% of the average daily net
assets of the Small-Cap Opportunity Fund; 0.90% of the average daily net
assets of the Growth Fund; 0.70% of the average daily net assets of the Equity
Income Fund and the Convertible Securities Fund; 0.60% of the average daily
net assets of the Tax-Exempt Bond Fund, the Intermediate Tax-Exempt Bond Fund
and the Balanced Fund; ^ 0.65% of the average daily net assets of the Bond
Fund ^ and the Intermediate Government Bond Fund; and 0.15% of the average
daily net assets of the Index Fund.
6. Non-exclusivity. The services of the Subadviser to the Trust under this
Agreement are not to be deemed exclusive and the Subadviser shall be free to
render similar services to others so long as its services under this Agreement
are not impaired by such other activities.
7. Standard of Care. Neither the Subadviser, nor any of its directors,
officers, agents or employees shall be liable or responsible to the Trust or
its shareholders for any error of judgment, or any loss arising out of any
investment, or for any other act or omission in the performance by the
Subadviser of its duties under this Agreement, except for liability resulting
from willful misfeasance, bad faith or gross negligence on its part or from
reckless disregard of its obligations and duties under this Agreement.
8. Inspection. The Adviser (or any authorized agent of the Adviser as
advised in writing to the Subadviser) shall have a right to audit, inspect and
photocopy documents (and remove such photocopies) relating to investment
subadvisory and portfolio management services performed under this Agreement,
during normal business hours of the Subadviser.
9. Authorized Persons.
(a) The Subadviser is authorized to accept instructions and directions with
respect to this Agreement signed by any one of ______________ of the Adviser.
The Adviser will notify the Subadviser of any changes in its officers
empowered to act under this Agreement.
(b) The Adviser is authorized to accept instructions and directions with
respect to this Agreement signed by any Senior Partner or Partner of the
Subadviser. The Subadviser will notify the Adviser of any changes in its
officers empowered to act under this Agreement.
(c) The Subadviser will advise the Custodian of the names of persons from
whom the Custodian is authorized to accept instructions regarding investment
transactions.
10. Use of Subadvisers Name and Marks. The Subadviser grants to the
Adviser and the Trust the right to use, in marketing, promotional and
advertising materials of the Adviser or the Trust, any registered trademarks,
logos or other marks that the Subadviser uses in advertising and publicizing
itself and its services as a portfolio manager or investment counsel. Any
such material shall be subject to the approval by the Subadviser as to form
and content prior to its use by the Adviser or the Trust. The Subadviser
consents to the disclosure, in documents relating to the Funds, of its name as
the investment sub-adviser and portfolio manager of the assets of the Funds.
11. Amendment. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the
Directors of the Trustees, including a majority of those Trustees who are not
"interested persons" of the Trust, the Adviser or the Subadviser and (b) of a
"majority of the outstanding shares" of such Fund. The terms "interested
person" and "vote of a majority of the outstanding shares" shall be construed
in accordance with their respective definitions in Sections 2(a)(19) and
2(a)(42) of the 1940 Act and, with respect to the latter term, in accordance
with Rule 18f-2 under the 1940 Act.
12. Termination. This Agreement may be terminated as to any Fund, at any
time, without payment of any penalty, by the Board of Trustees, or by a vote
of a majority of the outstanding shares of the Fund, upon at least 60 days
written notice to the Adviser. This Agreement may be terminated by the
Adviser at any time upon at least 60 days written notice to the Trust. This
Agreement shall terminate automatically in the event of its "assignment" (as
defined in Section 2(a)(4) of the 1940 Act). Unless terminated as
hereinbefore provided, this Agreement shall continue in effect with respect to
a particular Fund for a period of two years from the date hereof and
thereafter from year to year only so long as such continuance is specifically
approved at least annually (a) by a majority of those Trustees who are not
interested persons of the Trust, the Adviser or the Subadviser, voting in
person at a meeting called for the purpose of voting on such approval, and (b)
by either the Board of Trustees or by a vote of a majority of the outstanding
shares of such Fund.
13. Notice. Any notice, demand, change of address or other communication to
be given in connection with this Agreement shall be given in writing and shall
be given by personal delivery, by registered or certified mail or by
transmittal by facsimile or other electronic medium addressed to the recipient
as follows:
To the Subadviser: Xxxxxx Investment Management, Inc.
Telephone:
Fax:
To the Adviser: Xxxxxx Trust and Savings Bank
Telephone:
Fax:
To the Trust: Xxxxxx Insight Funds Trust
Telephone:
Fax:
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on
the fifth business day following the deposit thereof in the mail and, if given
by facsimile or other electronic medium, on the day of transmittal thereof.
14. Third Party Beneficiaries. This Agreement is intended for the benefit
of the Trust, which shall have all rights against the Subadviser as would
pertain to it if this Agreement were directly between the Trust and the
Subadviser.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed
therein.
16. References and Headings. In this Agreement and in any such amendment,
references to this Agreement and all expressions such as "herein," "hereof,"
and "under this Agreement" shall be deemed to refer to this Agreement or this
Agreement as amended or affected by any such amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
Dated: ________________
XXXXXX TRUST AND SAVINGS BANK
By
Name:
Title:
ATTEST:
______________________, Secretary
XXXXXX INVESTMENT MANAGEMENT, INC.
By
Name:
Title:
ATTEST:
______________________, Secretary
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SHARED/BANKGRP/XXXXXX/AGREEMEN/ADVISORY/PORTMGCP.DOC
