EXHIBIT (5)(J)
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
October 1, 1997
AGREEMENT made as of this 1st day of October, 1997, among Core Trust
(Delaware) (the "Trust"), a business trust organized under the laws of the State
of Delaware with its principal place of business at Xxx Xxxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxx 00000, Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Xxxxx Xxxxxx xxx Xxxxxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000, and Xxxxx Asset Management, LP (the "Subadviser"), a limited
partnership with its principal place of business at 000 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxx, Xxxxx 00000.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and is
authorized to issue its beneficial interests ("Interests"), no par value, in
separate series; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each, a "Fund" and collectively, the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as
follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting the
assets of its Funds in securities of the type and in accordance with the
limitations specified in its Trust Instrument and Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the Act,
including any representations made in the Part A (prospectus) and Part B
(statement of additional information) relating to a Fund contained therein and
as may be supplemented from time to time, all in such manner and to such extent
as may from time to time be authorized by the Trust's Board of Trustees (the
"Board"). The Trust is currently authorized to issue seventeen series of
interests, and the Board is authorized to issue any unissued interests in any
number of additional series. The Trust has delivered copies of the documents
listed in this Section 1 and will from time to time furnish Subadviser with any
amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of the Funds and provides for
certain management and services as specified in the Investment Advisory
Agreement between the Trust and the Adviser with respect to the Funds.
Subject to the direction and control of the Board and the Adviser, the
Subadviser shall manage the investment and reinvestment of the assets of each
Fund and, without limiting the generality of the foregoing, shall provide the
management and other services specified below, all in such manner and to such
extent as may be directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases
and sales of securities and other investment assets in each Fund. To carry out
such decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in the
name of the Trust, to place orders and issue instructions with respect to those
transactions of the Funds. In all purchases, sales and other transactions in
securities for the Funds, the Subadviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Subadviser will report to the Board at each meeting thereof all
changes in each Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in a Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which a
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Funds
as the Subadviser may believe appropriate or as the Board reasonably may
request. In making purchases and sales of securities for the Funds, the
Subadviser will bear in mind the policies set from time to time by the Board as
well as the limitations imposed by the Trust's Trust Instrument and Registration
Statement under the Act, the limitations in the Act and in the Internal Revenue
Code of 1986, as amended, in respect of regulated investment companies and the
investment objective, policies and restrictions of each Fund.
(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio
transactions and the placing and allocation of brokerage orders as are required
to be maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Securities
and Exchange Commission and the Internal Revenue Service. The books and records
pertaining to the Trust which are in possession of the Subadviser shall be the
property of the Trust. The Trust, or the Trust's authorized representatives,
shall have access to such books and records at all times during the Subadviser's
normal business hours. Upon the reasonable request of the Trust, copies of any
such books and records shall be provided promptly by the Subadviser to the Trust
or the Trust's authorized representatives.
SECTION 4. EXPENSES
Subject to any expenses reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser shall not be liable hereunder for any
mistake of judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport to protect,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above
written.
(b) This Agreement shall remain in effect for a period of two years
from the date of its effectiveness and thereafter shall continue in effect for
successive one-year periods; provided that such continuance is specifically
approved at least annually: (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and, in either case, (ii) by a
majority of the Trust's trustees who are not parties to this Agreement or
interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved, the Subadviser may continue to render the services
described herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder.
(c) This Agreement may be terminated at any time, without the payment
of any penalty: (i) by the Board or by a vote of a majority of the outstanding
voting securities of the Fund on 60 days' written notice to the Subadviser, or
(ii) by the Subadviser on 60 days' written notice to the Trust. This Agreement
shall terminate upon assignment unless prior approval of the Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser's officers, directors or employees who may
also be a trustee, officer or employee of the Trust, or persons otherwise
affiliated persons of the Trust to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of a Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.
SECTION 10. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto and, if required by the Act, by a vote of a majority of the
outstanding voting securities of the Fund thereby affected.
(b) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of Delaware.
(d) The terms "vote of a majority of the outstanding voting
securities", "interested person", "affiliated person" and "assignment" shall
have the meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
CORE TRUST (DELAWARE)
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By: Xxxx X. Xxxxxx
President
NORWEST INVESTMENT MANAGEMENT, INC.
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By: P. Xxx Xxxxxxxxxx
President
XXXXX ASSET MANAGEMENT, LP
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[Name]
[Title]
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A
Disciplined Growth Portfolio
Small Cap Value Portfolio
CORE TRUST (DELAWARE)
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
October 1, 1997
This fee agreement is made as of the 1st day of October, 1997 by and
between Norwest Investment Management, Inc. (the "Adviser") and Xxxxx Asset
Management, LP (the "Subadviser"); and
WHEREAS, the parties and Core Trust (Delaware) (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual percentage rates per Fund:
Disciplined Growth Portfolio 0.35%
Small Cap Value Portfolio 0.45%
The net assets under management against which the foregoing fees are to
be applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are to be determined by
averaging the net assets under management at the close of each business day for
each business day in the week that this fee agreement is in effect. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the average net asset value for the last day prior
to such suspension shall for this purpose be deemed to be the average net asset
value at the close of each succeeding week until it is again determined.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
--------------------------
By: Xxx Xxxxxxxxxx
President
XXXXX ASSET MANAGEMENT, LP
--------------------------
By: [Name]
[Title]
