Exhibit (d)(ii) under Form N-1A
Exhibit 10 under Item 601/Reg SK
INVESTMENT SUB-ADVISORY AGREEMENT
GOLDEN OAK(R) FAMILY OF FUNDS
Golden Oak(R)Prime Obligation Money Market Portfolio
AGREEMENT made this 1st day of June 2002, by and among CB Capital
Management, Inc., a Michigan corporation (the "Adviser"), Wellington Management
Company LLP, a Massachusetts limited liability partnership [?] (the
"Sub-Adviser") and Golden Oak(R) Family of Funds, a Delaware business trust (the
"Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated June 1, 2002 (the "Advisory Agreement") with the Trust, pursuant to which
the Adviser will act as investment adviser to the Golden Oak(R) Prime Obligation
Money Market Portfolio (the "Portfolio"); and
WHEREAS, the Adviser and the Trust each desire to retain the Sub-Adviser
to provide investment advisory services to the Trust in connection with the
management of the Portfolio, and the Sub-Adviser is willing to render such
investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. (a) Subject to supervision by the Adviser and the Trust's Board of
Trustees, the Sub-Adviser shall manage the investment operations of
the Portfolio and the composition of the Portfolio's portfolio,
including the purchase, retention and disposition thereof, in
accordance with the Portfolio's investment objectives, policies and
restriction as stated in the Portfolio's Prospectus (such
Prospectus and Statement of Additional Information, as currently in
effect and as amended or supplemented from time to time, being
herein called the "Prospectus"), and subject to the following:
(1) The Sub-Adviser shall provide supervision of the Portfolio's
investments and determine from time to time what investments
and securities will be purchased, retained or sold by the
Portfolio, and what portion of the assets will be invested or
held uninvested in cash.
(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the
Trust's Certificate of Trust, Agreement and Declaration of
Trust, By-laws and the Prospectus and with the instructions
and directions of the Adviser and of the Board of Trustees
and will conform to and comply with the requirements of the
1940 Act, and Internal Revenue Code of 1986 and all other
applicable federal and state laws and regulations, as each is
amended from time to time.
(3) The Sub-Adviser shall determine the securities to be
purchased or sold by the Portfolio and will place orders with
or through such persons, brokers or dealers to carry out the
policy with respect to brokerage set forth in the Portfolio's
Registration Statement (as defined herein) and Prospectus or
as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In
providing the Portfolio with investment supervision, the
Sub-Adviser will give primary consideration to securing the
most favorable price and efficient execution. Within the
framework of the policy, the Sub-Adviser may consider the
financial responsibility, research and investment information
and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other
transactions to which the Sub-Adviser's other clients may be
a party. It is understood that it is desirable for the
Portfolio that the Sub-Adviser have access to supplemental
investment and market research and security and economic
analysis provided by brokers who may execute brokerage
transactions at a higher cost to the Portfolio than may
result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient
execution. Therefore, the Sub-Adviser is authorized to place
orders for the purchase and sale of securities for the
Portfolio with such brokers, subject to review by the Trust's
Board of Trustees from time to time with respect to the
extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to
the Sub-Adviser in connection with the Sub-Adviser's services
to other clients.
On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Portfolio as
well as 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. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the manner it
considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to such other
clients.
(4) The Sub-Adviser shall maintain all books and records with
respect to the Portfolio's portfolio transactions required by
Rule 31a-1 under the 1940 Act and shall render to the Trust's
Board of Trustees such periodic and special reports as the
Trust's Board of Trustees may reasonably request.
(5) The Sub-Adviser shall provide the Portfolio's Custodian on
each business day with information relating to all
transactions concerning the Portfolio's assets and shall
provide the Adviser with such information upon request of the
Adviser.
(6) The investment management services provided by the
Sub-Adviser under this Agreement are not to be deemed
exclusive and the Sub-Adviser shall be free to render similar
services to others, as long as such services do not impair
the services rendered to the Adviser or the Trust.
(b) Services to be furnished by the Sub-Adviser under this Agreement
may be furnished through the medium of any of the Sub-Adviser's
partners, officers or employees.
(c) The Sub-Adviser shall keep the Portfolio's books and records
required to be maintained by the Sub-Adviser pursuant to paragraph
1(a) of this Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this
Agreement needed by the Adviser to keep the other books and records
of the Portfolio required by Rule 31a-1 under the 1940 Act. The
Sub-Adviser agrees that all records that it maintains on behalf of
the Portfolio are property of the Portfolio and the Sub-Adviser
will surrender promptly to the Portfolio any of such records upon
the Portfolio's request; provided, however, that the Sub-Adviser
may retain a copy of such records. The Sub-Adviser further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act any such records as are required to be maintained by it
pursuant to paragraph 1(a) of this Agreement.
2. The Adviser shall continue to have responsibility for all services to be
provided to the Portfolio pursuant to the Advisory Agreement and shall
oversee and review the Sub-Adviser's performance of its duties under this
Agreement.
3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) Trust's Certificate of Trust, as filed with the Secretary of State
of the State of Delaware, and Agreement and Declaration of Trust,
as filed with the Trust's registered office and resident agent in
Delaware (such documents, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of
this Agreement and as amended from time to time, are herein called
the "By-Laws");
(c) Certified resolutions of the Trust's Board of Trustees authorizing
the appointment of the Adviser and the Sub-Adviser and approving
the form of this Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of
1933 on Form N-1A (the "Registration Statement"), as filed with the
Securities and Exchange Commission (the "Commission") relating to
the Portfolio and shares of the Portfolio's beneficial shares, and
all amendments thereto;
(e) Notification of Registration of the Portfolio under the 1940 Act on
Form N-8A as filed with the Commission, and all amendments thereto;
and
(f) Prospectus of the Portfolio.
4. For the services to be provided by the Sub-Adviser pursuant to this
Agreement, the Portfolio will pay to the Sub-Adviser as full compensation
therefore a fee at an annual rate of 0.075% on the first $500 million of
the Portfolio's average daily net assets and 0.020% on the Portfolio's
average daily net assets in excess of $500 million. This fee will be
computed daily and paid to the Sub-Adviser monthly.
5. The Sub-Adviser shall not be liable for any error of judgment or for any
loss suffered by the Portfolio or the Adviser in connection with
performance of its obligations under this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), or a loss resulting from willful misfeasance, bad faith or
gross negligence on the Sub-Adviser's part in the performance of its
duties or from reckless disregard of its obligations and duties under
this Agreement, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby.
6. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however that this Agreement may be terminated (a) by the Portfolio at any
time, without the payment of any penalty, by the vote of a majority of
Trustees of the Trust or by the vote of a majority of the outstanding
voting securities of the Portfolio, (b) by the Adviser at any time,
without the payment of any penalty, on not more than 60 days' nor less
than 30 days' written notice to the other parties, or (c) by the
Sub-Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the other parties. This Agreement shall terminate
automatically and immediately in the event of its assignment. As used in
this Section 6, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject
to such exceptions as may be granted by the Commission under the 1940 Act.
7. Nothing in the Agreement shall limit or restrict the right of any of the
Sub-Adviser's partners, officers, or employees to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any business, whether of a similar or
dissimilar nature, nor limit or restrict the Sub-Adviser's right to
engage in any other business or to render services of any kind to any
other corporation, firm, individual or association.
8. During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolio, the Trust or the public
that refer to the Sub-Adviser or its clients in any way prior to use
thereof and not to use material if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be
mutually agreed) after receipt thereof. The Sub-Adviser's right to
object to such materials is limited to the portions of such materials
that expressly relate to the Sub-Adviser, its services and its clients.
The Adviser agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that
refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in
the first sentence of this paragraph. Sales literature may be furnished
to the Sub-Adviser by first-class or overnight mail, facsimile
transmission equipment or hand delivery.
9. No provisions of this Agreement may 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, and no amendment of this Agreement shall be
effective until approved by the vote of the majority of the Trust's Board
of Trustees, including a majority of the Trustees who are not "interested
persons" as defined in the 1940 Act, and, if the 1940 Act so requires, a
vote of a majority of the outstanding voting securities of the Portfolio.
10. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
11. This Agreement embodies the entire agreement and understanding among the
parties hereto, and supersedes all prior agreements and understandings
relating to this Agreement's subject matter. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to
be an original, but such counterparts shall, together, constitute only
one instrument.
12. Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors.
13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:
To the Adviser at:
CB Capital Management, Inc.
One Citizens Banking Center
000 X. Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attn:
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Telephone:
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Fax:
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To the Sub-Adviser at:
Wellington Management Company LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn:
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Telephone:
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Fax:
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To the Trust or the Portfolio at:
Golden Oak Family of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Secretary
Telephone: (000) 000-0000
Fax: (000) 000-0000
14. Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of
the Commission, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first
written above.
CB CAPITAL MANAGEMENT, INC.
BY:
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WELLINGTON MANAGEMENT COMPANY
BY:
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NAME:
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TITLE:
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GOLDEN OAK(R) FAMILY OF FUNDS
BY:
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