WCT Funds September 1, 1997
Exhibit 5(ii)
FORM OF
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 September 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 September, 1997.
ATTEST: West Coast Trust Company, Inc.
By:
Secretary Vice President
Xxxxxx Capital Management, Inc.
By:
Secretary Vice President
