INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, EFFECTIVE 1ST DAY OF OCTOBER, 1997, BY
AND BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC., A DELAWARE CORPORATION
REGISTERED AS AN INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940
(THE "ADVISER"), AND XXXX AND ASSOCIATES, A DIVISION OF XXXXXXX XXXXX AND
ASSOCIATES, INC. A FLORIDA CORPORATION (THE "SUBADVISER").
WHEREAS, THE ADVISER IS THE INVESTMENT ADVISER TO THE XXXXXXX FUND, AN
OPEN-END, DIVERSIFIED MANAGEMENT INVESTMENT COMPANY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT");
WHEREAS, THE ADVISER DESIRES TO RETAIN THE SUBADVISER TO FURNISH IT WITH
CERTAIN INVESTMENT ADVISORY SERVICES IN CONNECTION WITH THE ADVISER'S INVESTMENT
ADVISORY ACTIVITIES ON BEHALF OF THE XXXXXXX FUND AND ANY SERIES OF THE XXXXXXX
FUND, FOR WHICH SCHEDULES ARE ATTACHED HERETO (EACH SUCH SERIES REFERRED TO
INDIVIDUALLY AS THE "FUND"); AND
WHEREAS THAT, SUBJECT TO APPROVAL OF THE FUND'S SHAREHOLDERS, IT IS
CONTEMPLATED THAT THE XXXXXXX STRATEGIC GROWTH FUND WILL BE MERGED INTO THE
XXXXXXX NEW VISION SMALL CAP FUND;
NOW, THEREFORE, IN CONSIDERATION OF THE TERMS AND CONDITIONS HEREINAFTER
SET FORTH, IT IS HEREBY AGREED AS FOLLOWS:
1. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUND.
(A) INVESTMENT PROGRAM. SUBJECT TO THE CONTROL OF THE XXXXXXX
FUND'S BOARD OF TRUSTEES AND THE ADVISER, THE SUBADVISER AT ITS EXPENSE
CONTINUOUSLY WILL FURNISH TO THE FUND AN INVESTMENT PROGRAM FOR SUCH PORTION, IF
ANY, OF FUND ASSETS DESIGNATED BY THE ADVISER FROM TIME TO TIME. WITH RESPECT
TO SUCH ASSETS, THE SUBADVISER WILL MAKE INVESTMENT DECISIONS, SUBJECT TO
SECTION 1(G) OF THIS AGREEMENT, AND WILL PLACE ALL ORDERS FOR THE PURCHASE AND
SALE OF PORTFOLIO SECURITIES. THE SUBADVISER IS DEEMED TO BE AN INDEPENDENT
CONTRACTOR AND, EXCEPT AS EXPRESSLY PROVIDED OR AUTHORIZED BY THIS AGREEMENT,
HAS NO AUTHORITY TO ACT FOR OR REPRESENT THE FUND OR THE ADVISER IN ANY WAY OR
OTHERWISE BE DEEMED AN AGENT OF THE FUND OR THE ADVISER. IN THE PERFORMANCE OF
ITS DUTIES, THE SUBADVISER WILL ACT IN THE BEST INTERESTS OF THE FUND AND WILL
COMPLY WITH (I) APPLICABLE LAWS AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO,
THE 1940 ACT AND SUBCHAPTER M OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
(II) THE TERMS OF THIS AGREEMENT, (III) THE FUND'S DECLARATION OF TRUST, BYLAWS
AND REGISTRATION STATEMENT AS FROM TIME TO TIME AMENDED, (IV) RELEVANT
UNDERTAKINGS PROVIDED TO STATE SECURITIES REGULATORS, (V) THE STATED INVESTMENT
OBJECTIVE, POLICIES AND RESTRICTIONS OF THE FUND, AND (VI) SUCH OTHER GUIDELINES
AS THE TRUSTEES OR ADVISER MAY ESTABLISH. THE ADVISER IS RESPONSIBLE FOR
PROVIDING THE SUBADVISER WITH CURRENT COPIES OF THE MATERIALS SPECIFIED IN
SUBSECTIONS (A)(III), (IV), (V) AND (VI) OF THIS SECTION 1.
(B) AVAILABILITY OF PERSONNEL. THE SUBADVISER AT ITS EXPENSE
WILL MAKE AVAILABLE TO THE TRUSTEES AND ADVISER AT REASONABLE TIMES ITS
PORTFOLIO MANAGERS AND OTHER APPROPRIATE PERSONNEL, EITHER IN PERSON OR, AT THE
MUTUAL CONVENIENCE OF THE ADVISER AND THE SUBADVISER, BY TELEPHONE, IN ORDER TO
REVIEW THE FUND'S INVESTMENT POLICIES AND TO CONSULT WITH THE TRUSTEES AND
ADVISER REGARDING THE FUND'S INVESTMENT AFFAIRS, INCLUDING ECONOMIC, STATISTICAL
AND INVESTMENT MATTERS RELEVANT TO THE SUBADVISER'S DUTIES HEREUNDER, AND WILL
PROVIDE PERIODIC REPORTS TO THE ADVISER RELATING TO THE INVESTMENT STRATEGIES IT
EMPLOYS.
(C) EXPENSES, SALARIES AND FACILITIES. THE SUBADVISER WILL PAY
ALL EXPENSES INCURRED BY IT IN CONNECTION WITH ITS ACTIVITIES UNDER THIS
AGREEMENT (OTHER THAN THE COST OF SECURITIES AND OTHER INVESTMENTS, INCLUDING
ANY BROKERAGE COMMISSIONS) INCLUDING, BUT NOT LIMITED TO, ALL SALARIES OF
PERSONNEL AND FACILITIES REQUIRED FOR IT TO EXECUTE ITS DUTIES UNDER THIS
AGREEMENT.
(D) COMPLIANCE REPORTS. THE SUBADVISER AT ITS EXPENSE WILL
PROVIDE THE ADVISER WITH SUCH COMPLIANCE REPORTS RELATING TO ITS DUTIES UNDER
THIS AGREEMENT AS MAY BE AGREED ON BY SUCH PARTIES FROM TIME TO TIME.
(E) VALUATION. THE SUBADVISER WILL ASSIST THE FUND AND ITS AGENTS
IN DETERMINING WHETHER PRICES OBTAINED FOR VALUATION PURPOSES ACCURATELY REFLECT
MARKET PRICE INFORMATION RELATING TO THE ASSETS OF THE FUND FOR WHICH THE
SUBADVISER HAS RESPONSIBILITY ON A DAILY BASIS (UNLESS OTHERWISE AGREED ON BY
THE PARTIES HERETO) AND AT SUCH OTHER TIMES AS THE ADVISER SHALL REASONABLY
REQUEST.
(F) EXECUTING PORTFOLIO TRANSACTIONS.
(I) BROKERAGE. IN SELECTING BROKERS AND DEALERS TO EXECUTE PURCHASES
AND SALES OF INVESTMENTS FOR THE FUND, THE SUBADVISER WILL USE ITS BEST EFFORTS
TO OBTAIN THE MOST FAVORABLE PRICE AND EXECUTION AVAILABLE IN ACCORDANCE WITH
THIS PARAGRAPH. THE SUBADVISER AGREES TO PROVIDE THE ADVISER AND THE FUND WITH
COPIES OF ITS POLICY WITH RESPECT TO ALLOCATION OF BROKERAGE ON TRADES FOR THE
FUND. SUBJECT TO REVIEW BY THE TRUSTEES OF APPROPRIATE POLICIES AND PROCEDURES,
THE SUBADVISER MAY CAUSE THE FUND TO PAY A BROKER A COMMISSION FOR EFFECTING A
PORTFOLIO TRANSACTION, IN EXCESS OF THE COMMISSION ANOTHER BROKER WOULD HAVE
CHARGED FOR EFFECTING THE SAME TRANSACTION. IF THE FIRST BROKER PROVIDED
BROKERAGE AND/OR RESEARCH SERVICES, INCLUDING STATISTICAL DATA, TO THE
SUBADVISER, THE SUBADVISER SHALL NOT BE DEEMED TO HAVE ACTED UNLAWFULLY, OR TO
HAVE BREACHED ANY DUTY CREATED BY THIS AGREEMENT, OR OTHERWISE, SOLELY BY REASON
OF ACTING ACCORDING TO SUCH AUTHORIZATION.
(II) AGGREGATE TRANSACTIONS. IN EXECUTING PORTFOLIO TRANSACTIONS
FOR THE FUND, THE SUBADVISER MAY, BUT WILL NOT BE OBLIGATED TO, AGGREGATE THE
SECURITIES TO BE SOLD OR PURCHASED WITH THOSE OF ITS OTHER CLIENTS WHERE SUCH
AGGREGATION IS NOT INCONSISTENT WITH THE POLICIES OF THE FUND, TO THE EXTENT
PERMITTED BY APPLICABLE LAWS AND REGULATIONS. IF THE SUBADVISER CHOOSES TO
AGGREGATE SALES OR PURCHASES, IT WILL ALLOCATE THE SECURITIES AS WELL AS THE
EXPENSES INCURRED IN THE TRANSACTION IN THE MANNER IT CONSIDERS TO BE THE MOST
EQUITABLE AND CONSISTENT WITH ITS FIDUCIARY OBLIGATIONS TO THE FUND AND ITS
OTHER CLIENTS INVOLVED IN THE TRANSACTION. THE ADVISER MAY DIRECT THE
SUBADVISER IN WRITING TO USE A PARTICULAR BROKER OR DEALER FOR ONE OR MORE
TRADES IF, IN THE SOLE OPINION OF THE ADVISER, IT IS IN THE BEST INTEREST OF THE
FUND TO DO SO.
(G) SOCIAL SCREENING. THE ADVISER IS RESPONSIBLE FOR SCREENING
THOSE INVESTMENTS OF THE FUND SUBJECT TO SOCIAL SCREENING ("SECURITIES") TO
DETERMINE THAT THE SECURITIES INVESTMENTS MEET THE FUND'S SOCIAL INVESTMENT
CRITERIA, AS MAY BE AMENDED FROM TIME TO TIME BY THE TRUSTEES. THE SUBADVISER
WILL BUY ONLY THOSE SECURITIES WHICH THE ADVISER DETERMINES PASS THE FUND'S
SOCIAL SCREENS.
(H) VOTING PROXIES. THE SUBADVISER AGREES TO TAKE APPROPRIATE
ACTION (WHICH INCLUDES VOTING) ON ALL PROXIES FOR THE FUND'S PORTFOLIO
INVESTMENTS IN A TIMELY MANNER. SUCH ACTION IS SUBJECT TO THE DIRECTION OF THE
TRUSTEES AND ADVISER AND WILL BE CONSISTENT WITH THE SOCIAL SCREENS AND CRITERIA
GOVERNING INVESTMENT SELECTION FOR THE FUND.
(I) FURNISHING INFORMATION FOR THE FUND'S PROXIES AND OTHER
REQUIRED MAILINGS. THE SUBADVISER AGREES TO PROVIDE THE ADVISER IN A TIMELY
MANNER WITH ALL INFORMATION NECESSARY, INCLUDING INFORMATION CONCERNING THE
SUBADVISER'S CONTROLLING PERSONS, FOR PREPARATION OF THE FUND'S PROXY STATEMENTS
OR OTHER REQUIRED MAILINGS, AS MAY BE NEEDED FROM TIME TO TIME.
2. BOOKS AND RECORDS.
(A) IN CONNECTION WITH THE PURCHASE AND SALE OF THE FUND'S PORTFOLIO
SECURITIES, THE SUBADVISER SHALL ARRANGE FOR THE TRANSMISSION TO THE FUND'S
CUSTODIAN, AND/OR THE ADVISER ON A DAILY BASIS, OF SUCH CONFIRMATIONS, TRADE
TICKETS OR OTHER DOCUMENTATION AS MAY BE NECESSARY TO ENABLE THE ADVISER TO
PERFORM ITS ACCOUNTING AND ADMINISTRATIVE RESPONSIBILITIES WITH RESPECT TO THE
MANAGEMENT OF THE FUND.
(B) PURSUANT TO RULE 31A-3 UNDER THE 1940 ACT, RULE 204-2 UNDER THE
INVESTMENT ADVISERS ACT OF 1940, AND ANY OTHER LAWS, RULES OR REGULATIONS
REGARDING RECORDKEEPING, THE SUBADVISER AGREES THAT: (I) ALL RECORDS IT
MAINTAINS FOR THE FUND ARE THE PROPERTY OF THE FUND; (II) IT WILL SURRENDER
PROMPTLY TO THE FUND OR ADVISER ANY SUCH RECORDS UPON THE FUND'S OR ADVISER'S
REQUEST; (III) IT WILL MAINTAIN FOR THE FUND THE RECORDS THAT THE FUND IS
REQUIRED TO MAINTAIN UNDER RULE 31A-1(B) OR ANY OTHER APPLICABLE RULE INSOFAR AS
SUCH RECORDS RELATE TO THE INVESTMENT AFFAIRS OF THE FUND FOR WHICH THE
SUBADVISER HAS RESPONSIBILITY UNDER THIS AGREEMENT; AND (IV) IT WILL PRESERVE
FOR THE PERIODS PRESCRIBED BY RULE 31A-2 UNDER THE 1940 ACT THE RECORDS IT
MAINTAINS FOR THE FUND.
(C) THE SUBADVISER REPRESENTS THAT IT HAS ADOPTED AND WILL MAINTAIN AT
ALL TIMES A SUITABLE CODE OF ETHICS THAT COVERS ITS ACTIVITIES WITH RESPECT TO
ITS SERVICES TO THE FUND.
(D) THE SUBADVISER SHALL SUPPLY TO THE FUND BOARD ITS POLICIES ON "SOFT
DOLLARS," TRADE ALLOCATIONS AND BROKERAGE ALLOCATION PROCEDURES. THE SUBADVISER
SHALL MAINTAIN APPROPRIATE FIDELITY BOND AND ERRORS AND OMISSION INSURANCE
POLICIES.
3. EXCLUSIVITY. EACH PARTY AND ITS AFFILIATES MAY HAVE ADVISORY,
MANAGEMENT SERVICE OR OTHER AGREEMENTS WITH OTHER ORGANIZATIONS AND PERSONS, AND
MAY HAVE OTHER INTERESTS AND BUSINESSES; PROVIDED, HOWEVER, THAT DURING THE TERM
OF THE AGREEMENT AND SO LONG AS THE FUND SHALL HAVE NO OTHER SUBADVISER AND THE
AMOUNT OF FUND ASSETS MANAGED BY SUBADVISER AS OF JANUARY 1, 2000 IS NOT LESS
THAN $75 MILLION, THE SUBADVISER WILL NOT PROVIDE INVESTMENT ADVISORY SERVICES
("SERVICES") TO ANY OTHER INVESTMENT COMPANY OFFERED TO THE PUBLIC AND
REGISTERED UNDER THE 1940 ACT ("MUTUAL FUND") WITHOUT THE CONSENT OF THE ADVISER
ON LESS THAN 90 DAYS WRITTEN NOTICE EXCEPT TO THE EXTENT THAT, AS OF SEPTEMBER
1, 1997, THE SUBADVISER HAS ENTERED INTO A WRITTEN AGREEMENT(S) TO PROVIDE SUCH
SERVICES.
THE ABOVE PARAGRAPH NOT WITHSTANDING ,THE SUBADVISER SHALL NOT PROVIDE
SERVICES TO ANY OTHER "SOCIALLY SCREENED" MUTUAL FUND WITHOUT THE CONSENT OF THE
ADVISER EXCEPT TO THE EXTENT THAT, AS OF SEPTEMBER 1, 1997, THE SUBADVISER HAS
ENTERED INTO A WRITTEN AGREEMENT(S) TO PROVIDE SUCH SERVICES. IF THE SUBADVISER
HAS ENTERED INTO SUCH WRITTEN AGREEMENT(S), THE SUBADVISER SHALL CEASE PROVIDING
SUCH SERVICES NO LATER THAN DECEMBER 31, 1998 UNLESS RELEASED BY THE ADVISER.
4. COMPENSATION. THE ADVISER WILL PAY TO THE SUBADVISER AS
COMPENSATION FOR THE SUBADVISER'S SERVICES RENDERED PURSUANT TO THIS AGREEMENT
AN ANNUAL SUBADVISORY FEE AS SPECIFIED IN ONE OR MORE SCHEDULES ATTACHED HERETO
AND MADE PART OF THIS AGREEMENT. SUCH FEES SHALL BE PAID BY THE ADVISER (AND
NOT BY THE FUND). SUCH FEES SHALL BE PAYABLE FOR EACH MONTH WITHIN 15 BUSINESS
DAYS AFTER THE END OF SUCH MONTH. IF THE SUBADVISER SHALL SERVE FOR LESS THAN
THE WHOLE OF A MONTH, THE COMPENSATION AS SPECIFIED SHALL BE PRORATED BASED ON
THE PORTION OF THE MONTH FOR WHICH SERVICES WERE PROVIDED. THE SCHEDULES MAY BE
AMENDED FROM TIME TO TIME, PROVIDED THAT AMENDMENTS ARE MADE IN CONFORMITY WITH
APPLICABLE LAWS AND REGULATIONS AND THE DECLARATION OF TRUST AND BYLAWS OF THE
FUND. ANY CHANGE IN THE SCHEDULE PERTAINING TO ANY NEW OR EXISTING SERIES OF
THE FUND SHALL NOT BE DEEMED TO AFFECT THE INTEREST OF ANY OTHER SERIES OF THE
FUND AND SHALL NOT REQUIRE THE APPROVAL OF SHAREHOLDERS OF ANY OTHER SERIES OF
THE FUND.
5. ASSIGNMENT AND AMENDMENT OF AGREEMENT. THIS AGREEMENT AUTOMATICALLY
SHALL TERMINATE WITHOUT THE PAYMENT OF ANY PENALTY IN THE EVENT OF ITS
ASSIGNMENT OR IF THE INVESTMENT ADVISERY AGREEMENT BETWEEN THE ADVISER AND THE
FUND SHALL TERMINATE FOR ANY REASON. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE AMENDED EXCEPT IN A WRITING SIGNED
BY BOTH PARTIES. THIS AGREEMENT SHALL NOT BE MATERIALLY AMENDED UNLESS, IF
REQUIRED BY SECURITIES AND EXCHANGE COMMISSION RULES AND REGULATIONS, SUCH
AMENDMENT IS APPROVED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING
SHARES OF THE FUND, AND BY THE VOTE, CAST IN PERSON AT A MEETING CALLED FOR THE
PURPOSE OF VOTING ON SUCH APPROVAL, OF A MAJORITY OF THE TRUSTEES OF THE XXXXXXX
FUND WHO ARE NOT INTERESTED PERSONS OF THE FUND, THE ADVISER OR THE SUBADVISER.
6. DURATION AND TERMINATION OF THE AGREEMENT. THIS AGREEMENT SHALL
BECOME EFFECTIVE UPON ITS EXECUTION; PROVIDED, HOWEVER, THAT THIS AGREEMENT
SHALL NOT BECOME EFFECTIVE WITH RESPECT TO ANY FUND NOW EXISTING OR HEREAFTER
CREATED UNLESS IT HAS FIRST BEEN APPROVED (A) BY A VOTE OF THE MAJORITY OF THOSE
TRUSTEES OF THE XXXXXXX FUND WHO ARE NOT PARTIES TO THIS AGREEMENT OR INTERESTED
PERSONS OF SUCH PARTY, CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF
VOTING ON SUCH APPROVAL, AND (B) BY A VOTE OF A MAJORITY OF THAT FUND'S
OUTSTANDING VOTING SECURITIES. THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT WITH RESPECT TO A FUND CONTINUOUSLY THEREAFTER (UNLESS TERMINATED
AUTOMATICALLY AS SET FORTH IN SECTION 5.) EXCEPT AS FOLLOWS:
(A) THE XXXXXXX FUND MAY AT ANY TIME TERMINATE THIS AGREEMENT
WITHOUT PENALTY WITH RESPECT TO ANY OR ALL FUNDS BY PROVIDING NOT LESS THAN 60
DAYS WRITTEN NOTICE DELIVERED OR MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO
THE ADVISER AND THE SUBADVISER. SUCH TERMINATION CAN BE AUTHORIZED BY THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE (I) TRUSTEES OF THE XXXXXXX FUND OR (II)
OUTSTANDING VOTING SECURITIES OF THE APPLICABLE FUND.
(B) THIS AGREEMENT WILL TERMINATE AUTOMATICALLY WITH RESPECT TO A
FUND UNLESS, BY JANUARY 1, 1999, AND AT LEAST ANNUALLY THEREAFTER, THE
CONTINUANCE OF THE AGREEMENT IS SPECIFICALLY APPROVED BY (I) THE TRUSTEES OF THE
XXXXXXX FUND OR THE SHAREHOLDERS OF SUCH FUND BY THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE OUTSTANDING SHARES OF SUCH FUND, AND (II) A MAJORITY OF THE
TRUSTEES OF THE XXXXXXX FUND WHO ARE NOT INTERESTED PERSONS OF THE FUND, ADVISER
OR SUBADVISER, BY VOTE CAST IN PERSON AT A MEETING CALLED FOR THE PURPOSE OF
VOTING ON SUCH APPROVAL. IF THE CONTINUANCE OF THIS AGREEMENT IS SUBMITTED TO
THE SHAREHOLDERS OF ANY SERIES FOR THEIR APPROVAL AND SUCH SHAREHOLDERS FAIL TO
APPROVE SUCH CONTINUANCE AS PROVIDED HEREIN, THE SUBADVISER MAY CONTINUE TO
SERVE HEREUNDER IN A MANNER CONSISTENT WITH THE 1940 ACT AND THE RULES AND
REGULATIONS THEREUNDER.
(C) THE ADVISER MAY AT ANY TIME TERMINATE THIS AGREEMENT WITH
RESPECT TO ANY OR ALL FUNDS BY NOT LESS THAN 60 DAYS WRITTEN NOTICE DELIVERED OR
MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE SUBADVISER, AND THE
SUBADVISER MAY AT ANY TIME TERMINATE THIS AGREEMENT WITH RESPECT TO ANY OR ALL
FUNDS BY NOT LESS THAN 90 DAYS WRITTEN NOTICE DELIVERED OR MAILED BY REGISTERED
MAIL, POSTAGE PREPAID, TO THE ADVISER, UNLESS OTHERWISE MUTUALLY AGREED IN
WRITING.
(D) THE ADVISER MAY TERMINATE THIS AGREEMENT WITH RESPECT TO ANY OR ALL
FUNDS IMMEDIATELY BY WRITTEN NOTICE IF THE CONFIDENTIALITY AND NON-USE AGREEMENT
REFERRED TO IN SECTION OF THIS AGREEMENT IS, IN THE SOLE OPINION OF THE ADVISER,
IS VIOLATED.
UPON TERMINATION OF THIS AGREEMENT WITH RESPECT TO ANY FUND, THE DUTIES OF
THE ADVISER DELEGATED TO THE SUBADVISER UNDER THIS AGREEMENT WITH RESPECT TO
SUCH FUND AUTOMATICALLY SHALL REVERT TO THE ADVISER.
NOTWITHSTANDING ANY OTHER PROVISION, THE AGREEMENT, AS IT RELATES TO THE
XXXXXXX STRATEGIC GROWTH FUND WILL TERMINATE IMMEDIATELY UPON THE MERGER OF THE
XXXXXXX STRATEGIC GROWTH FUND INTO THE XXXXXXX NEW VISION SMALL CAP FUND.
7. NOTIFICATION TO THE ADVISER. THE SUBADVISER PROMPTLY SHALL NOTIFY
THE ADVISER IN WRITING OF THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(A) THE SUBADVISER SHALL FAIL TO BE REGISTERED AS AN INVESTMENT
ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED, AND UNDER THE
LAWS OF ANY JURISDICTION IN WHICH THE SUBADVISER IS REQUIRED TO BE REGISTERED AS
AN INVESTMENT ADVISER IN ORDER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT;
(B) THE SUBADVISER SHALL HAVE BEEN SERVED OR OTHERWISE HAVE NOTICE OF
ANY ACTION, SUIT, PROCEEDING, INQUIRY OR INVESTIGATION, AT LAW OR IN EQUITY,
BEFORE OR BY ANY COURT, PUBLIC BOARD OR BODY, DIRECTLY INVOLVING THE AFFAIRS OF
THE FUND;
(C) A MATERIAL VIOLATION OF THE SUBADVISER'S CODE OF ETHICS IS
DISCOVERED AND, AGAIN, WHEN ACTION HAS BEEN TAKEN TO RECTIFY SUCH VIOLATIONS; OR
(D) ANY OTHER EVENT, INCLUDING BUT NOT LIMITED TO, A CHANGE IN
EXECUTIVE PERSONNEL OR THE ADDITION OR LOSS OF MAJOR CLIENTS OF THE SUBADVISER
THAT MIGHT AFFECT THE ABILITY OF THE SUBADVISER TO PROVIDE THE SERVICES PROVIDED
FOR UNDER THIS AGREEMENT.
8. DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT, THE TERMS "VOTE OF
A MAJORITY OF THE OUTSTANDING SHARES," "AFFILIATED PERSON," "CONTROL,"
"INTERESTED PERSON" AND "ASSIGNMENT" SHALL HAVE THEIR RESPECTIVE MEANINGS AS
DEFINED IN THE 1940 ACT AND THE RULES AND REGULATIONS THEREUNDER SUBJECT,
HOWEVER, TO SUCH EXEMPTIONS AS MAY BE GRANTED BY THE SECURITIES AND EXCHANGE
COMMISSION UNDER SAID ACT; AND THE TERM "SPECIFICALLY APPROVE AT LEAST ANNUALLY"
SHALL BE CONSTRUED IN A MANNER CONSISTENT WITH THE 1940 ACT AND THE RULES AND
REGULATIONS THEREUNDER.
9. INDEMNIFICATION. THE SUBADVISER SHALL INDEMNIFY AND HOLD HARMLESS
THE ADVISER, THE FUND AND THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND
SHAREHOLDERS FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES, OBLIGATIONS AND
LIABILITIES (INCLUDING REASONABLE ATTORNEYS FEES) ARISING OR RESULTING FROM THE
SUBADVISER'S WILLFUL MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR RECKLESS
DISREGARD OF ITS DUTIES HEREUNDER.
THE ADVISER SHALL INDEMNIFY AND HOLD HARMLESS THE SUBADVISER, THE FUND AND
THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS AND
SHAREHOLDERS FROM ANY AND ALL CLAIMS, LOSSES, EXPENSES, OBLIGATIONS AND
LIABILITIES (INCLUDING REASONABLE ATTORNEYS FEES) ARISING OR RESULTING FROM THE
ADVISER'S WILLFUL MISFEASANCE, BAD FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD
OF ITS DUTIES HEREUNDER OR UNDER ITS INVESTMENT ADVISERY AGREEMENT WITH THE
FUND.
10. APPLICABLE LAW AND JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED
BY MARYLAND LAW, AND ANY DISPUTE ARISING FROM THIS AGREEMENT OR THE SERVICES
RENDERED HEREUNDER SHALL BE RESOLVED THROUGH LEGAL PROCEEDINGS, WHETHER STATE,
FEDERAL, OR OTHERWISE, CONDUCTED IN THE STATE OF MARYLAND OR IN SUCH OTHER
MANNER OR JURISDICTION AS SHALL BE MUTUALLY AGREED UPON BY THE PARTIES HERETO.
11. CONFIDENTIALITY. THIS AGREEMENT IS NOT BINDING ON THE ADVISER
UNLESS THE SUBADVISER HAS SIGNED AND IS SUBJECT TO A CONFIDENTIALITY AND NON-USE
AGREEMENT ("NON-USE AGREEMENT") NOT MATERIALLY DIFFERENT THAN THE ONE ATTACHED
HERETO AS EXHIBIT 1. FOR A PERIOD OF TWO (2) YEARS FROM THE DATE OF TERMINATION
OF THIS AGREEMENT, THE SUBADVISER SHALL NOT ATTEMPT TO DEVELOP, MARKET OR SELL
ANY PRODUCT WHICH USES OR EMPLOYS ANY CONFIDENTIAL INFORMATION, AS THAT TERM IS
DEFINED IN THE NON-USE AGREEMENT.
12. MISCELLANEOUS. NOTICES OF ANY KIND TO BE GIVEN TO A PARTY
HEREUNDER SHALL BE IN WRITING AND SHALL BE DULY GIVEN IF MAILED, DELIVERED OR
COMMUNICATED BY ANSWER BACK FACSIMILE TRANSMISSION TO SUCH PARTY AT THE ADDRESS
SET FORTH BELOW, ATTENTION PRESIDENT, OR AT SUCH OTHER ADDRESS OR TO SUCH OTHER
PERSON AS A PARTY MAY FROM TIME TO TIME SPECIFY.
SUBADVISER AGREES THAT FOR A PERIOD OF TWO (2) YEARS FROM THE DATE OF
TERMINATION OF THIS AGREEMENT, IT SHALL NOT DIRECTLY OR INDIRECTLY, HIRE, EMPLOY
OR ENGAGE, OR ATTEMPT TO HIRE, EMPLOY OR ENGAGE ANY EMPLOYEE OF THE ADVISER
WITHOUT THE PRIOR WRITTEN PERMISSION OF THE ADVISER.
EACH PARTY AGREES TO PERFORM SUCH FURTHER ACTS AND EXECUTE SUCH FURTHER
DOCUMENTS AS ARE NECESSARY TO EFFECTUATE THE PURPOSES HEREOF. THE CAPTIONS IN
THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE ONLY AND IN NO WAY DEFINE OR DELIMIT
ANY OF THE PROVISIONS HEREOF OR OTHERWISE AFFECT THEIR CONSTRUCTION OR EFFECT.
IN WITNESS WHEREOF, EACH OF THE PARTIES HAS CAUSED THIS INSTRUMENT TO BE
SIGNED IN DUPLICATE ON ITS BEHALF BY ITS DULY AUTHORIZED REPRESENTATIVE, ALL AS
OF THE DAY AND YEAR FIRST WRITTEN ABOVE.
WITNESS: XXXXXXX ASSET
MANAGEMENT COMPANY, INC.
0000 XXXXXXXXXX XXXXXX, XXXXX 0000X
XXXXXXXX, XXXXXXXX 00000
BY:_______________________ BY:______________________________
ATTEST: XXXX AND ASSOCIATES, A DIVISION OF XXXXXXX XXXXX AND ASSOCIATES,
INC.
BY:________________________ BY:_______________________________
FEE SCHEDULE TO THE INVESTMENT SUBADVISORY AGREEMENT
BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC.
AND XXXX AND ASSOCIATES
AS COMPENSATION PURSUANT TO SECTION 4 OF THE INVESTMENT SUBADVISORY
AGREEMENT BETWEEN XXXXXXX ASSET MANAGEMENT COMPANY, INC. (THE "ADVISER") AND
XXXX AND ASSOCIATES (THE "SUBADVISER"), THE ADVISER SHALL PAY THE SUBADVISER AN
ANNUAL SUBADVISORY FEE COMPUTED DAILY AND PAYABLE MONTHLY, AT AN ANNUAL RATE
EQUAL TO:
(1) 0.40% OF THE AVERAGE DAILY NET ASSETS OF XXXXXXX STRATEGIC GROWTH FUND,
AND
(2) 0.40% OF THE AVERAGE DAILY NET ASSETS OF XXXXXXX NEW VISION SMALL CAP
FUND.
