SUB-ADVISORY AGREEMENT
between
FINANCIAL COUNSELORS, INC.
and
XXXXXX BASH XXXXX, INC.
for the First Fiduciary Trust
THIS AGREEMENT by and between FINANCIAL COUNSELORS, INC., a Delaware
corporation with its principal office at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000 (hereinafter referred to as the "Manager") and XXXXXX BASH XXXXX,
INC., a Kansas corporation with its principal office at 0000 Xxxxxxx Xxxxxxxxx,
Xxxxx 0000, Xxxxxxxx Xxxx, Xxxxxx, 00000 (hereinafter referred to as the
"Sub-Adviser"), which Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute but one instrument.
WITNESSETH:
WHEREAS the Manager has entered into a Management Agreement with First
Fiduciary Trust, a Delaware statutory trust (the "Trust"), on behalf of the
First Fiduciary Trust Growth Fund series (the "Fund") of concurrent date to
provide management services, including investment advisory services, the Manager
desires the assistance of the Sub-Adviser which can supply the following
services:
Research, analysis, advice and recommendations with respect to the purchase
and sale of securities and the making of investment commitments; statistical
information and reports as may reasonably be required, and general assistance in
the supervision of the investments of the Fund, subject to the control of the
Manager and the Trustees of the Trust.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties agree as follows:
1. During the term of this Agreement, or any extension or extensions
thereof, the Sub-Adviser will, to the best of its ability, furnish the foregoing
services.
2. As compensation, the Manager will pay the Sub-Adviser for its services
the following annual fee computed daily as determined by the Fund's price
make-up sheet and which shall be payable monthly or at such other intervals as
agreed by the parties.
a. 0.30% of the average daily total net assets of the Fund.
3. This Agreement shall become effective and run concurrently with the
Management Agreement of the same date between the Manager and the Trust, an
executed copy of which shall be supplied to the Sub-Adviser.
4. a. The last day of the initial period of this Agreement shall coincide
with the last day of the Management Agreement which shall be [ ]. Thereafter
this Agreement may be renewed in conjunction with the Management Agreement for
successive periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
of the Trust or by a vote of the majority of the outstanding voting securities
of the Fund as prescribed by the Investment Company Act of 1940 ("Act") and
provided further that such continuance is approved at least annually thereafter
by a vote of a majority of the Trustees who are not parties to such Agreement or
interested persons (as defined by the Act) of such party, cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Adviser shall
provide the Manager such information as may be reasonably necessary to assist
the Trustees of the Trust to evaluate the terms of the Management Agreement.
b. This Agreement will terminate without the payment of any penalty:
(i) upon sixty days written notice by the Manager to the Sub-Adviser;
or
(ii) automatically with the Management Agreement following sixty days
written notice (unless waived) by the Trust to the Manager that
the Board of Trustees or the shareholders by vote of a majority
of the outstanding voting securities of the Fund, as provided by
the Act, has terminated the Management Agreement.
This Agreement shall automatically terminate in the event of its assignment
or assignment of the Management Agreement unless such assignment is approved by
the Trustees and the shareholders of the Fund as hereinbefore provided or unless
an exemption is obtained from the Securities and Exchange Commission from the
provisions of the Act pertaining to the subject matter of this paragraph. The
Manager shall promptly notify the Sub-Adviser of any notice of termination or of
any circumstances which are likely to result in a termination of the Management
Agreement. The term "assignment" used in this paragraph is as defined in the
Act. No amendment to this Agreement shall be effective unless the terms thereof
have been approved by the vote of a majority of outstanding shares of the Fund
as prescribed by the Act (unless shareholder approval of the amendment would not
be required to be consistent with SEC interpretations of Section 15 of the 1940
Act), and by vote of a majority of the Trustees of the Trust who are not parties
to the Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
5. It is understood and agreed that the services to be rendered by the
Sub-Adviser to the Manager under the provisions of this Agreement are not to be
deemed to be exclusive, and the Sub-Adviser shall be free to render similar or
different services to others so long as its ability to render the services
provided for in this Agreement shall not be impaired thereby, and provided
further that the services to be rendered by the Sub-Adviser to the Manager under
this Agreement and the compensation provided for in Paragraph 2 here of shall be
limited solely to services with reference to the Fund.
6. The Manager agrees that it will furnish currently to Sub-Adviser all
information reasonably necessary to permit Sub-Adviser to give the advice called
for under this Agreement and such information with reference to the Fund that is
reasonably necessary to permit Sub-Adviser to carry out its responsibilities
under this Agreement, and the parties agree that they will from time to time
consult and make appropriate arrangements as to specific information that it is
required under this paragraph and the frequency and manner with which it shall
be supplied.
7. The Sub-Adviser shall not be liable for any error of judgment or mistake
at law or for any loss suffered by Manager or the Fund in connection with any
matters to which this Agreement relates except that nothing herein contained
shall be construed to protect the Sub-Adviser against any liability by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reckless disregard of its obligations or duties under this
agreement.
Each party hereby executes this Agreement as of the _____ day of January,
2000, pursuant to the authority granted by its governing Board.
XXXXXX BASH XXXXX, INC.
By:
Name:
Title:
ATTEST:
FINANCIAL COUNSELORS, INC.
By:
Name:
Title:
ATTEST:
