INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of August 13, 2002 between RAMCO U.S., INC., a Delaware
corporation ("RUS") and RAMCO CONSULTANTS AND PORTFOLIO MANAGEMENT LTD., an
Israeli company.
WHEREAS, the Blue and White Funds Trust (the "Fund") will register with the
U.S. Securities and Exchange Commission ("SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), as a management investment company and
will retain Blue and White Investment Management, LLC (the "Manager"), a
Delaware limited liability company to be registered with the SEC under the
Investment Advisers Act of 1940 (the "Advisers Act) as investment adviser to
furnish certain investment advisory and portfolio management services to the
Fund pursuant to an Investment Advisory Agreement (the "Fund Agreement");
WHEREAS, RUS is 50% owner of the Manager, and according to the Manager's
Operating Agreement, is responsible for all investment advisory activity of the
Manager; and
WHEREAS, RUS desires to retain RAMCO to provide certain services to assist
RUS with such activity.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. RUS hereby retains RAMCO to provide services to RUS in
RUS's capacity as the party responsible for investment advisor activity of the
Fund for the period and on the terms set forth in this Agreement. RAMCO accepts
this appointment and agrees to render the services herein set forth, for the
compensation herein described.
2. Duties.
(a) Subject to the supervision of RUS and the Fund's Board of Trustees
("the Board"), RAMCO will provide all assistance as reasonably requested by
RUS in connection with RUS's exercise of full discretion and authority to
manage the assets and liabilities of the Fund in accordance with the Fund
Agreement. In this capacity, as requested by RUS, RAMCO will act as a
sub-adviser to the Fund and exercise all of RUS's authority and obligations
under the Fund Agreement. RUS will provide a current copy of the Fund
Agreement to RAMCO.
3. Services Not Exclusive. Other than as agreed in the Manager's Operating
Agreement the services furnished by RAMCO hereunder are not to be deemed
exclusive and RAMCO shall be free to furnish similar services to others.
4. Compensation. As full compensation for the services provided RUS under
this Agreement, RUS will pay RAMCO a quarterly fee equal to on a quarterly basis
such amount as RAMCO shall invoice to RUS. Such invoiced amount shall represent
RAMCO's actual costs incurred under this Agreement including allocable share of
salary, benefits, overhead and out of pocket expenses (including telephone,
travel and utility expenses), increased by 5%, provided that, in no event shall
RUS be required to pay RAMCO any amount in excess of the amount paid to RUS by
the Fund under the Fund Agreement. Any payment not made to RAMCO because of the
limit contained in the preceding sentence will be carried over and paid to RAMCO
out of any future revenues earned by RUS from the Fund Agreement.
5. Representations.
a. RUS will cause the Manager to maintain all books and records
required by the Advisers Act in English separately from those of RAMCO, and
make them available to the SEC for inspection;
b. RAMCO will designate a U.S. agent for the purposes of service of
process, and appoint a successor if necessary;
c. RAMCO will keep records in accordance with the Advisers Act, will
itself keep accurate books and records in accordance with its own domestic
law (i.e. Israeli) relating to any related securities transactions, and
will insure that its employees or any persons under its control will make
those records available to the SEC upon request;
d. RAMCO will designate members of its own personnel involved in
Manager's advisory activities as "associated persons" of Manager subject to
the supervision by the Manager;
e. RAMCO will produce for testimony any associated persons or
employees (except for clerical or ministerial personnel) involved in
related securities transactions, and will authorize such persons to testify
on all relevant matters except customer identity (unless authorized by
RAMCO), upon request or subpoena by the SEC;
f. RAMCO will not contest the validity of an SEC subpoena for
testimony or documents under any laws or regulations other than those of
the United States;
g. RAMCO will report to the SEC any changes in Israeli law that would
interfere with any of these undertakings;
h. The names and biographical information of all RAMCO individuals and
participating affiliates involved in generating advice for or on behalf of
the Fund will be disclosed on the Form ADV of the Manager;
i. RAMCO employees will represent to any U. S. clients with whom they
communicate that the communications were from the Manager, and that they
were acting in their capacity as representatives of the Manager, not RAMCO;
j. The RAMCO personnel who provide services under this Agreement are
capable of providing investment advice, whether physically located in the
United States or abroad;
k. RAMCO will provide investment advisory services to non-U.S. clients
solely in accordance with applicable non-U.S. law;
l. RAMCO will solicit or have U.S. clients independently of Manager
only so long as RAMCO meets the requirements for an exemption from
registration under the Advisers Act and is operated separately from Manager
and RUS; and
m. RAMCO and RUS each will provide its services under the Agreement in
compliance with the applicable U.S. law, the Fund Agreement, the
Registration Statement of the Fund, the Fund's Trust Instrument and By-Laws
and Fund procedures provided to RAMCO.
n. The parties will treat confidentially and as proprietary
information all records and other information relative to the Agreement,
and will not use 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 other, which approval
shall not be unreasonably withheld and may not be withheld where a party
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities.
6. Limitation of Liability of RAMCO. RAMCO shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or the
Manager or RUS in connection with the matters to which this Agreement relates,
except to the extent that such a loss results from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
7. Indemnification.
(a) RUS will indemnify RAMCO and its affiliates, and each of their
members, directors, officers and employees and any of their affiliated
persons, executors, heirs, assigns, successors or other legal
representatives (each an "Indemnified Person") against any and all costs,
losses, claims, damages or liabilities, joint or several, including,
without limitation, reasonable attorneys' fees and disbursements, resulting
in any way from the performance or non-performance of any Indemnified
Person's duties in respect of the Fund, except those resulting from the
willful malfeasance, bad faith or gross negligence of an Indemnified Person
or the Indemnified Person's reckless disregard of such duties and, in the
case of criminal proceedings, unless such Indemnified Person had reasonable
cause to believe its actions unlawful (collectively, "disabling conduct").
The rights of indemnification provided hereunder shall not be exclusive of
or affect any other rights to which any person may be entitled by contract
or otherwise under law. The Fund indemnifies the Manager under the Fund
Agreement, and the Manager indemnifies RUS under the Manager's Operating
Agreement.
(b) Notwithstanding any of the foregoing, the provisions of this
Paragraph shall not be construed so as to relieve the Indemnified Person
of, or provide indemnification with respect to, any liability (including
liability under U.S. securities laws, which, under certain circumstances,
impose liability even on persons who act in good faith) to the extent (but
only to the extent) that such liability may not be waived, limited or
modified under applicable law or that such indemnification would be in
violation of applicable law, but shall be construed so as to effectuate the
provisions of this Paragraph to the fullest extent permitted by law.
8. Duration and Termination.
(a) This Agreement will become effective on the date the Fund
Agreement becomes effective and will terminate on the date the Fund
Agreement or Manager's Operating Agreement expires, unless earlier
terminated by mutual agreement.
9. Amendment of this Agreement. No provision of this Agreement may be
assigned, changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
assignment, change, waiver, discharge or termination is sought.
10. Governing Law. This Agreement shall be construed in accordance with the
laws of Delaware. To the extent that the applicable laws of Delaware conflict
with the applicable provisions of the 1940 Act, the latter shall control.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made 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. Terms used in
this Agreement, shall have the same meaning as such terms have in the 1940 Act,
subject to such exemption as may be granted by the Securities and Exchange
Commission by any rule, regulation or order. Where the effect of a requirement
of the 1940 Act reflected in any provision of this contract is relaxed by a
rule, regulation or order of the Securities and Exchange Commission, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order. This Agreement may be executed in
counterparts, each of which shall constitute an original and both of which,
collectively, shall constitute one agreement.
12. IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated as of the day and year first above
written.
RAMCO CONSULTANTS AND
PORTFOLIO MANAGEMENT LTD.
By:/s/ Xxxx Xxxxxx
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RAMCO U.S., INC.
By: Xxxx Xxxxxx
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