EX.99.B(5)(D)
THE EXPEDITION FUNDS
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of ___________, 1998 by and between Compass Bank
(the "Adviser") and Xxxxx, Xxxx & Xxxxx, L.L.C., a limited liability Company
organized under the laws of the State of Delaware, an investment advisor
registered under the Investment Advisors Act of 1940, as amended (the "Sub-
Adviser").
WHEREAS, the Adviser is the investment manager for Expedition Funds
(the "Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Adviser desires to retain the Sub-Adviser as its agent to
furnish investment advisory services for the Tax Free Money Market Fund, a
diversified investment portfolio of the Trust (the "Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser to
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provide certain investment sub-advisory services to the Fund for the period and
on the terms set forth in this Agreement. The Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
2. Delivery of Documents. The Adviser has furnished the Sub-Adviser
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with copies of each of the following:
(a) the Trust's Declaration of Trust, as filed with the Secretary
of State of the State of Massachusetts on August 7, 1989, and all amendments
thereto or restatements thereof (such Declaration of Trust, as presently in
effect and as it shall from time to time be amended or restated, is herein
called the "Declaration of Trust");
(b) the Trust's By-Laws and all amendments thereto;
(c) the resolutions of the Trust's Board of Trustees authorizing
the appointment of the Sub-Adviser and approving this Agreement;
(d) the Trust's Notification of Registration on Form N-8A under
the 1940 Act, as filed with the Securities and Exchange Commission (the "SEC")
on August 7, 1989 and all amendments thereto;
(e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") and under the 1940 Act as
filed with the SEC and all amendments thereto insofar as such Registration
Statement and such amendments relate to the Fund;
(f) the Trust's most recent prospectuses and Statement of
Additional Information for the Funds (such prospectuses and Statement of
Additional Information, as presently in effect, and all amendments and
supplements thereto are herein collectively called the "Prospectuses"); and
(g) any other information reasonably needed by the Sub-Adviser to
satisfy its obligations under this Agreement.
The Adviser will furnish the Sub-Adviser from time to time with
copies of all amendments of or supplements to the foregoing and information on
changes to the Trust's service providers.
The Sub-Adviser has furnished the Adviser with a copy of the Sub-
Adviser's Form ADV Part II.
3. Management. Subject always to the supervision of the Trust's
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Board of Trustees and the Adviser, the Sub-Adviser will furnish an investment
program in respect of, and make investment decisions for, all assets of the Fund
and place all orders for the purchase and sale of securities, all on behalf of
the Fund. In the performance of its duties the Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth in Section 8 below), and will monitor
the Fund's investments, and will comply with the provisions of the Trust's
Declaration of Trust and By-Laws, as amended from time to time, and the stated
investment objectives, policies and restrictions of the Funds as set forth in
the prospectus of the Fund, as amended from time to time. The Sub-Adviser and
the Adviser will each make its officers and employees available to the other
from time to time at reasonable times to review investment policies of the Fund
and to consult with each other regarding the investment affairs of the Fund and
the Sub-Adviser will at all times act consistently with the instructions and
directions given to it by the Adviser. The Sub-Adviser shall also make itself
reasonably available to the Board of Trustees of the Trust at such times as the
Board of Trustees shall request.
The Sub-Adviser represents and warrants that it is in compliance
with all applicable rules and regulations of the SEC pertaining to its
investment advisory activities and agrees that it:
(a) will conform with all applicable rules and regulations of the
SEC pertaining to its investment advisory activities;
(b) will place orders pursuant to its investment determinations
for the Fund either directly with the issuer or with any broker or dealer. In
placing orders with brokers or dealers, the Sub-Adviser will attempt to obtain
the best combination of prompt execution of orders in an effective manner and at
the most favorable price. On occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of the Fund as well as the
other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be so purchased or sold in order to obtain the most
favorable price or lower brokerage commissions and efficient execution.
Consistent with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Sub-Adviser may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers who
provide the Sub-Adviser with research, advice and other services. In no
instance will portfolio securities be purchased from or sold to the Adviser, the
Sub-Adviser, SEI Financial Services Company or any affiliated person of either
the Trust, the Adviser, SEI Financial Services Company or the Sub-Adviser,
except as may be permitted under the 1940 Act;
(c) will report regularly to the Adviser and will make
appropriate persons available for the purpose of reviewing at reasonable times
with representatives of the Adviser and the Board of Trustees of the Trust the
management of each of the Funds, including, without limitation, review of the
general investment strategy of each of the Funds, the performance of each of the
Funds in relation to standard industry indices, interest rate considerations and
general conditions affecting the marketplace and will provide various other
reports from time to time as reasonably requested by the Adviser;
(d) will maintain books and records with respect to the Trust's
securities transactions which it has affected and will furnish the Adviser and
the Board of Trustees of the Trust such periodic and special reports as the
Board of Trustees or the Adviser may request;
(e) will act upon instructions from the Adviser not inconsistent
with the fiduciary duties hereunder; and
(f) will treat confidentially and as proprietary information of
the Trust all such records and other information relative to the Trust
maintained by the Sub-Adviser, and will not use such records and information for
any purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceeding for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust. The Sub-Adviser further
acknowledges and agrees that (i) the names "Expedition" and " Expedition Funds"
are the property of the Adviser, and (ii) the Sub-Adviser will publicly
disseminate information concerning the Fund and the Trust only if such
information has been approved in advance by the Adviser.
The Sub-Adviser shall have the right to execute and deliver, or cause
its nominee to execute and deliver, all proxies and notices of meetings and
other notices affecting or relating to the securities of the Fund.
The Sub-Adviser hereby warrants that it is not presently, nor has it
been in the past three years, nor has it been advised that it may be in the
future, the subject of a Securities and Exchange Commission investigative
proceeding or a proceeding by any state securities commission, nor the subject
of any disciplinary hearing by a self-regulatory organization or other
governmental or quasi-governmental body.
4. Books and Records. In compliance with the requirements of Rule
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31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
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 Trust's request. The Sub-Adviser 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.
5. Expenses. During the term of this Agreement, the Sub-Adviser
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will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Trust.
6. Compensation. For the services provided and the expenses assumed
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pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-
Adviser agrees to accept as full compensation therefor, a sub-advisory fee
payable monthly, in accordance with Schedule A hereto. The fee shall be based on
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the average daily net assets for the month involved.
7. Services to Others. The Adviser understands, and has advised the
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Trust's Board of Trustees, that the Sub-Adviser now acts, and may in the future
act, as an investment adviser to fiduciary and other managed accounts, and as
investment adviser, sub-investment adviser, and/or administrator to other
investment companies. The Adviser acknowledges that the Sub-Adviser may give
advice and take action in the performance of its duties with respect to any of
its other clients which may differ from advice given, or the time or nature of
action taken, with respect to the Fund, so long as it is the Sub-Adviser's
policy, to the extent practicable, to allocate investment opportunities to the
Fund over a period of time on a fair and equitable basis relative to other
clients. Nothing in this Agreement shall be deemed to impose upon the Sub-
Adviser any obligation to purchase or sell for the Fund any security or property
which the Sub-Adviser, its principals, affiliates or employees may purchase or
sell for its or their own accounts or for the account of any other client, if in
the sole discretion of the Sub-Adviser such transaction or investment appears
unsuitable, impractical or undesirable for the Fund. In addition, the Adviser
understands, and has advised the Trust's Board of Trustees, that the persons
employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement will be deemed to limit or restrict the right of the Sub-
Adviser or any of its affiliates to engage in and devote time and attention to
other businesses or to render services whatever kind or nature. Provided,
further, that notwithstanding the above, the Sub-Adviser shall provide its
services reasonably, and make itself available to the Adviser or the Board of
Trustees at reasonable times, in accordance with the provisions of paragraph 3.
8. Limitation of Liability. The Adviser will not take any action
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against the Sub-Adviser to hold the Sub-Adviser liable for any loss suffered by
the Fund in connection with the performance of the Sub-Adviser's duties under
this Agreement, except a loss resulting from the Sub-Adviser's willful
misfeasance, bad faith, or negligence in the performance of its duties under
this Agreement.
9. Duration and Termination. This Agreement will become effective
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as to the Fund on the first day the Fund's shares are offered to the public
provided that it has been approved by vote of a majority of the outstanding
voting securities of the Fund in accordance with the requirements under the 1940
Act, and, unless sooner terminated as provided herein, will continue in effect
for one year.
Thereafter, if not terminated, this Agreement will continue in effect
for successive periods of 12 months, each ending on the day preceding the
anniversary of the Agreement's effective date of each year, provided that such
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continuation is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
interested persons of the Trust, the Sub-Adviser, or the Adviser, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by the
vote of a majority of the Trust's Board of Trustees or by the vote of a majority
of all votes attributable to the outstanding shares of the Fund. Notwithstanding
the foregoing, this Agreement may be terminated by the Adviser, the Trust's
Board of Trustees or by a vote of the majority of the outstanding voting
securities of the Fund at any time, without the payment of any penalty, on sixty
(60) days' written notice to the Sub-Adviser and may be terminated by the Sub-
Adviser at any time by ninety (90) days' written notice to the Adviser and the
Fund. This Agreement will immediately terminate in the event of its assignment
or upon termination of the investment advisory agreement between the Adviser and
the Trust with regard to the Fund (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested persons" and
"assignment" have the same meaning of such terms in the 1940 Act.).
This Agreement will terminate automatically if the advisory agreement
between the Trust and the Adviser is terminated.
10. Amendment of this Agreement. No provision of this Agreement may
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be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
11. Notice. Any notice required or permitted to be given by either
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party to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other party
at the last address furnished by the other party to the party giving notice: if
to the Adviser, at 00 X. 00/xx/ Xxxxxx, Xxxxxxxxxx, XX 00000, Attention:
President and if to the Sub-Adviser at: 0 Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000-
1950, Attention: Xxxxxx X. Xxxxxxx. The Sub-Adviser shall notify the Adviser of
any change in the membership of the Sub-Adviser's partnership within a
reasonable time after such change.
12. Miscellaneous. The captions in this Agreement are included for
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convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and will be governed by the
laws of the state of Massachusetts.
The name "Expedition Funds" and "Trustees of Expedition Funds" refers
respectively to the Trust created by, and the Trustees, as trustees but not
individually or personally, acting from time to time under, the Articles of
Trust, to which reference is hereby made and a copy of which is on file at the
office of the Secretary of State of Massachusetts and elsewhere as required by
law, and to any and all amendments thereto so filed or hereafter filed. The
obligations of "Expedition Funds" entered in the name or on behalf thereof by
any of the Trustees, representatives or agents are made not individually but
only in such capacities and are not binding upon any of the Trustees,
shareholders or representatives of the Trust personally, but bind only the
assets of the Trust, and persons dealing with the Fund must look solely to the
assets of the Trust belonging to such Fund for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
COMPASS BANK
By:
Name:
Title:
XXXXX, XXXX & XXXXX, L.L.C.
By:
Name:
Title:
SCHEDULE A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
DATED
______________, 1998
The Adviser shall pay to the Sub-Adviser compensation with respect to the Tax-
Free Money Market Portfolio at an annual rate as follows:
.075% of average daily net assets up to $150 million
.05% of average daily net assets between $150 - $500 million
.04% of average daily net assets between $500 million - $1 billion
.03% of average daily net assets over $1 billion
