Exhibit (d)(v) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
INVESTMENT SUB-ADVISORY AGREEMENT
GOLDEN OAK(R) FAMILY OF FUNDS
Golden Oak(R) International Equity Portfolio
AGREEMENT executed as of June 1, 2002, by and among Golden Oak(R) Family
of Funds (the "Trust"), an open-end management investment company registered
under the Investment Company Act of 1940 (the "1940 Act"), CB Capital
Management, Inc., a Michigan corporation (the "Adviser") and BlackRock
International, Ltd., a registered investment adviser (the "Sub-Adviser").
WHEREAS, the Adviser is the investment adviser for the Golden Oak(R)
Family of Funds; and
WHEREAS, the Trust and the Adviser desire to retain the Sub-Adviser as
agent to furnish investment advisory services for the Golden Oak(R)
International Equity Portfolio, an 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 Trust and the Adviser hereby appoint the
Sub-Adviser to provide certain sub-investment 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
with copies properly certified or authenticated of each of the following:
(a) The Trust's Certificate of Trust, as filed with the Secretary of
State of the State of Delaware on May 17, 2002, and Agreement and Declaration
of Trust, as filed with the Trust's registered office and resident agent in
the State of Delaware, and all amendments thereto or restatements thereof
(such documents, as presently in effect and as they shall from time to time
be amended or restated, are herein called the "Declaration of Trust");
(b) The Trust's By-Laws and amendments thereto;
(c) 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") 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; and
(f) The Trust's most recent prospectus and Statement of Additional
Information for the Fund (such prospectus and Statement of Additional
Information, as presently in effect, and all amendments and supplements
thereto are herein collectively called the "Prospectus").
The Adviser will furnish the Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of the Trust's
Board of Trustees and the Adviser, the Sub-Adviser will furnish an investment
program with respect to, and make investment decisions for, all assets of the
Fund and place all orders for the purchase and sale of securities, 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 Fund. 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. The Sub-Adviser shall also make itself
reasonably available to the Board of Trustees 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 use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has investment
responsibilities;
(b) will conform with all applicable rules and regulations of the SEC
pertaining to its investment advisory activities;
(c) 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. 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, the Trust's principal underwriter or any affiliated person of
the Trust, the Adviser, the Sub-Adviser, or the Trust's principal
underwriter, except as may be permitted under the 1940 Act;
(d) 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 the management of
the Fund, including, without limitation, review of the general investment
strategy of the Fund, the performance of the Fund 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;
(e) will maintain books and records with respect to the Fund's
securities transactions and will furnish the Adviser and the Trust's Board of
Trustees such periodic and special reports as the Board of Trustees or the
Adviser may request;
(f) will act upon instructions from the Adviser not inconsistent with
the fiduciary duties hereunder; and
(g) 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
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Trust.
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.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Fund, on behalf of 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 will
pay all expenses incurred by it in connection with its activities under this
Agreement.
6. COMPENSATION. For the services to be provided by the Sub-Adviser
pursuant to this Agreement, the Trust will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory
fee paid out of the advisory fee, at an annual rate of .60% on the first $35
million of the Fund's average daily net assets; .50% on the next $65 million
of the Fund's average daily net assets, and .40% on the Fund's average daily
net assets in excess of $100 million. This fee will be computed daily and
paid to the Sub-Adviser monthly.
7. SERVICES TO OTHERS. The Adviser understands, and has advised the
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 has no objection to the Sub-Adviser's
acting in such capacities, provided that whenever the Fund and one or more
other investment companies advised by the Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be
allocated in accordance with a formula believed by the Sub-Adviser to be
equitable to each company. The Adviser recognizes, and has advised the
Trust's Board of Trustees, that in some cases this procedure may adversely
affect the size of the position that the Fund may obtain in a particular
security. 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 of whatever kind or nature.
8. STANDARD OF CARE. Each of the Adviser and Sub-Adviser shall
discharge its duties under this Agreement with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims. The parties
recognize that the opinions, recommendations and actions of Sub-Adviser will
be based on advice and information deemed to be reliable but not guaranteed
by or to Sub-Adviser. The federal securities laws impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any rights which
the Adviser may have against Sub-Adviser under any federal securities laws
based on negligence and which cannot be modified in advance by contract.
9. INDEMNIFICATION. Each of the Adviser and Sub-Adviser agrees to
indemnify each other against any claim, loss or liability (including
reasonable attorney's fees) arising as a result of the failure to meet the
standard of care set forth in the first sentence of Paragraph 8 above.
10. DURATION AND TERMINATION. This Agreement will become effective as
of the date hereof 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 two years.
Thereafter, if not terminated, this Agreement will continue in effect
for the Fund 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 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 as to the Fund at any time, without the payment of any penalty, on
sixty (60) days' written notice by the Adviser or by the Sub-Adviser. This
Agreement will immediately terminate in the event of its assignment. (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 investment advisory
agreement between the Trust and the Adviser is terminated.
11. AMENDMENT OF THIS AGREEMENT. No provision 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.
12. MULTIPLE ORIGINALS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same document.
13. CUSTODY. All securities and other assets of the Fund shall be
maintained with a custodian designated by the Adviser and the Trust. The
Sub-Adviser shall have no responsibility or liability with respect to any
custodial function under this Agreement.
14. FSA. The Sub-Adviser is regulated by the Financial Services
Authority ("FSA") in the conduct of investment business and nothing in this
Agreement shall exclude any liability of the Sub-Adviser to the Fund arising
under the Financial Services and Markets Act 2000, or any rules or
regulations under it, or the FSA Rules. The Sub-Adviser is treating the Fund
as an Intermediate Customer for the purpose of Rule 4.1.4 of the FSA's
Conduct of Business Sourcebook. The Sub-Adviser currently has soft
commission arrangements with Instinet and UBS Warburg.
15. 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 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 will be governed by the laws of the State
of Pennsylvania. The Sub-Adviser shall notify the Adviser of any changes in
its partners within a reasonable time.
The names "Golden Oak(R) Family of Funds" and "Trustees of Golden Oak(R)
Family of Funds" refer respectively to the Trust created by, and the
Trustees, as trustees but not individually or personally, acting from time to
time under, the Certificate of Trust and Agreement and Declaration of Trust,
to which reference is hereby made and a copy of which is on file at the
Trust's registered office and resident agent in Delaware and/or the office of
the Secretary of State of the State of Delaware and elsewhere as required by
law, and to any and all amendments thereto so filed or hereafter filed. The
obligations of "Golden Oak(R) Family of 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. Persons dealing with the Fund must look solely
to the assets of the Trust belonging to the Fund for the enforcement of any
claims against the Trust.
All formal complaints regarding the Sub-Adviser's performance of its
duties under this Agreement should in the first instance be made in writing
to the Sub-Adviser's Compliance Officer at: 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx
XX0 0XX Xxxxxxxx.
Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information (NPI") of Fund customers and consumers, as
those terms are defined in Regulation S-P, 17 CFR Part 248. Sub-Adviser
agrees to use and redisclose such NPI for the limited purposes of processing
and servicing transactions; for specific law enforcement and miscellaneous
purposes; and to service providers or in connection with joint marketing
arrangements directed by the Fund(s), in each instance in furtherance of
fulfilling Sub-Adviser's obligations under this Contract and consistent with
the exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13,
respectively.
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.
GOLDEN OAK(R) FAMILY OF FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
CB CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President & Treasurer
BLACKROCK INTERNATIONAL, LTD.
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: President
