WCT Funds December 1, 1997 Exhibit 5(ii)
under Form N-1A Exhibit 10 under Item
601/Reg.S-K
WCT Funds
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between West Coast Trust Company, Inc., an Oregon
corporation (hereinafter referred to as "Adviser") and Xxxxxx Capital
Management, Inc., an Oregon corporation located in Portland, Oregon (hereinfter
referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to the WCT Equity Fund (the "Fund"), a portfolio of the
WCT Funds ("Trust"), such investment advice, statistical and other factual
information, as may from time to time be reasonably requested by Adviser
for the Fund which may be offered in one or more classes of shares
("Classes").
2. For its services under this Agreement, Sub-Adviser shall receive from
Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the
exhibits hereto.
Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of
the Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Sub-Adviser may, by notice to the Trust on behalf of the
Fund, voluntarily declare to be effective.
3. This Agreement shall begin for the Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall
continue in effect for the Fund for two years from the date of its
execution and from year to year thereafter, subject to the provisions for
termination and all of the other terms and conditions hereof if: (a) such
continuation shall be specifically approved at least annually by the vote
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
the Trust in writing at least sixty (60) days prior to the anniversary
date of this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be terminated at
any time without the payment of any penalty: (a) by the Trustees of the
Trust or by a vote of a majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Act) of the Fund on sixty (60) days'
written notice to Adviser; or (b) by Sub-Adviser or Adviser upon 120 days'
written notice to the other party to the Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Investment Company
Act of 1940); or (b) in the event of termination of the Investment
Advisory Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified to act
as an investment adviser to the Fund, neither Adviser nor Sub-Adviser
shall act as an investment adviser (as such term is defined in the
Investment Company Act of 1940) to the Fund except as provided herein and
in the Investment Advisory Contract or in such other manner as may be
expressly agreed between Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the
Trustees of the Trust pursuant to the provisions of Paragraph 3 of this
Agreement or Paragraph 6 of the Investment Advisory Contract, the
remaining party, Sub-Adviser or Adviser as the case may be, shall not be
prohibited from serving as an investment adviser to such Fund by reason of
the provisions of this Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the
vote of a majority of Trustees of the Trust, including a majority of
Trustees who are not parties to this Agreement or interested persons, as
defined in Section 2(a)(19) of the Investment Company Act of 1940, of any
such party at a meeting called for that purpose, and, where required by
Section 15(a)(2) of the Act, by the holders of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the
Investment Company Act of 1940) of the Fund.
Exhibit A
WCT Funds
WCT Equity Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to .50% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued daily, and
paid daily as set forth in the Primary Advisory Contract dated December 1, 1997.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, and their corporate
seals to be affixed hereto this 1st day of December, 1997.
West Coast Trust Company, Inc.
By:/s/ Xxxxxx X. Xxxxxxxxx
President
Xxxxxx Capital Management, Inc.
By:/s/ Xxxxxx XxXxxxxx
President
