INVESTMENT SUB-ADVISORY AGREEMENT
CONSTELLATION FUNDS
AGREEMENT made this 30th day of April, 2004,
by and between Constellation Investment Management
Company, LP the Adviser and Xxxxxxxx Xxxxx Asset
Management the Sub-Adviser.
WHEREAS, Constellation Funds, a Delaware
business trust the Trust is registered as an open-
end management investment company under the
Investment Company Act of 1940, as amended the 1940
Act; and
WHEREAS, the Adviser has entered into an
Investment Advisory Agreement dated March 4, 2004
the Advisory Agreement with the Trust, pursuant to
which the Adviser will act as investment adviser to
each series of the Trust set forth on Schedule A of
this Agreement each a Fund and collectively the
Funds; and
WHEREAS, the Adviser, with the approval of the
Trust, desires to retain the Sub-Adviser to provide
investment advisory services to the Adviser in
connection with the management of a Fund, and the
Sub-Adviser is willing to render such investment
advisory services.
NOW, THEREFORE, the parties hereto agree as
follows:
1. Duties of the Sub-Adviser. Subject to
supervision by the Adviser and the Trusts
Board of Trustees, the Sub-Adviser shall
manage those assets of a Fund that the Adviser
determines to allocate to the Sub-Adviser the
Allocated Assets, including the purchase,
retention and disposition of the Allocated
Assets, in accordance with each Funds
investment objectives, policies and
restrictions as stated in the Funds
prospectus and statement of additional
information, as currently in effect and as
amended or supplemented from time to time
referred to collectively as the Prospectus,
and subject to the following:
a The Sub-Adviser shall, in consultation
with and subject to the direction of the
Adviser,
determine from time to time what
Allocated Assets will be purchased,
retained or sold by the Fund, and what
portion of the Allocated Assets will be
invested or held uninvested in cash.
b In the performance of its duties and
obligations under this Agreement, the
Sub-Adviser shall act in conformity with
the Trusts Declaration of Trust as
defined herein and the Prospectus and
with the instructions and directions of
the Adviser and of the Board of Trustees
of the Trust and will conform to and
comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986,
and all other applicable federal and
state laws and regulations, as each is
amended from time to time.
c The Sub-Adviser shall determine the
Allocated Assets to be purchased or sold
by the Fund as provided in subparagraph
a and will place orders with or through
such persons, brokers or dealers to
carry out the policy with respect to
brokerage set forth in each Funds
Registration Statement as defined herein
and Prospectus or as the Board of
Trustees or the Adviser may direct from
time to time, in conformity with federal
securities laws. In executing Fund
transactions and selecting brokers or
dealers, the Sub-Adviser will use its
best efforts to seek on behalf of each
Fund the best overall terms available.
In assessing the best overall terms
available for any transaction, the Sub-
Adviser shall consider all factors that
it deems relevant, including the breadth
of the market in the security, the price
of the security, the financial condition
and execution capability of the broker
or dealer, and the reasonableness of the
commission, if any, both for the
specific transaction and on a continuing
basis. In evaluating the best overall
terms available, and in selecting the
broker-dealer to execute a particular
transaction, the Sub-Adviser may also
consider the brokerage and research
services provided as those terms are
defined in Section 28e of the Securities
Exchange Act of 1934. Consistent with
any guidelines established by the Board
of Trustees of the Trust, the Sub-
Adviser is authorized to pay to a broker
or dealer who provides such brokerage
and research services a commission for
executing a fund transaction for a Fund
which is in excess of the amount of
commission another broker or dealer
would have charged for effecting that
transaction if, but only if, the Sub-
Adviser determines in good faith that
such commission was reasonable in
relation to the value of the brokerage
and research services provided by such
broker or dealer viewed in terms of
that particular transaction or terms of
the overall responsibilities of the Sub-
Adviser to the Fund. In addition, the
Sub-Adviser is authorized to allocate
purchase and sale orders for securities
to brokers or dealers including brokers
and dealers that are affiliated with the
Adviser, Sub-Adviser or the Trusts
principal underwriter to take into
account the sale of shares of the Trust
if the Sub-Adviser believes that the
quality of the transaction and the
commission are comparable to what they
would be with other qualified firms. In
no instance, however, will a Funds
Allocated Assets be purchased from or
sold to the Adviser, Sub-Adviser, the
Trusts principal underwriter, or any
affiliated person of either the Trust,
Adviser, the Sub-Adviser or the
principal underwriter, acting as
principal in the transaction, except to
the extent permitted by the Securities
and Exchange Commission SEC and the 1940
Act.
d The Sub-Adviser shall maintain all books
and records with respect to transactions
involving the Allocated Assets required
by subparagraphs b5, 6, 7, 9, 10 and 11
and paragraph f of Rule 31a-1 under the
1940 Act. The Sub-Adviser shall provide
to the Adviser or the Board of Trustees
such periodic and special reports,
balance sheets or financial information,
and such other information with regard
to its affairs as the Adviser or Board
of Trustees may reasonably request.
The Sub-Adviser shall keep the books and
records relating to the Allocated Assets
required to be maintained by the Sub-
Adviser under this Agreement and shall
timely furnish to the Adviser all
information relating to the Sub-
Advisers services under this Agreement
needed by the Adviser to keep the other
books and records of a Fund required by
Rule 31a-1 under the 1940 Act. The Sub-
Adviser shall also furnish to the
Adviser any other information relating
to the Allocated Assets that is required
to be filed by the Adviser or the Trust
with the SEC or sent to shareholders
under the 1940 Act including the rules
adopted thereunder or any exemptive or
other relief that the Adviser or the
Trust obtains from the SEC. The Sub-
Adviser agrees that all records that it
maintains on behalf of a Fund are
property of the Fund and the Sub-Adviser
will surrender promptly to the Fund any
of such records upon the Funds request;
provided, however, that the Sub-Adviser
may retain a copy of such records. In
addition, for the duration of this
Agreement, the Sub-Adviser shall
preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such
records as are required to be maintained
by it pursuant to this Agreement, and
shall transfer said records to any
successor sub-adviser upon the
termination of this Agreement or, if
there is no successor sub-adviser, to
the Adviser.
e The Sub-Adviser shall provide each
Funds custodian on each business day
with information relating to all
transactions concerning the Funds
Allocated Assets and shall provide the
Adviser with such information upon
request of the Adviser.
f The investment management services
provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive
and the Sub-Adviser shall be free to
render similar services to others, as
long as such services do not impair the
services rendered to the Adviser or the
Trust.
g The Sub-Adviser shall promptly notify
the Adviser of any financial condition
that is likely to impair the Sub-
Advisers ability to fulfill its
commitment under this Agreement.
h The Sub-Adviser shall review all proxy
solicitation materials and be
responsible for voting and handling all
proxies in relation to the Allocated
Assets. The Adviser shall instruct the
custodian and other parties providing
services to the Fund to promptly forward
misdirected proxies to the Sub-Adviser.
i Except as specifically permitted in
writing by the Adviser, or as otherwise
permitted or required to comply with the
requirements of the 1940 Act including
the rules adopted thereunder, the Sub-
Adviser shall not consult with any other
sub-adviser to the Trust or a Fund
concerning the purchase, retention or
disposition of Fund Allocated Assets.
Services to be furnished by the Sub-Adviser
under this Agreement may be furnished through
the medium of any of the Sub-Advisers
partners, officers or employees.
2. Duties of the Adviser. The Adviser shall
continue to have responsibility for all
services to be provided to each Fund pursuant
to the Advisory Agreement and shall oversee
and review the Sub-Advisers performance of
its duties under this Agreement; provided,
however, that in connection with its
management of the Allocated Assets, nothing
herein shall be construed to relieve the Sub-
Adviser of responsibility for compliance with
the Trusts Declaration of Trust as defined
herein, the Prospectus, the instructions and
directions of the Board of Trustees of the
Trust, the requirements of the 1940 Act, the
Internal Revenue Code of 1986, and all other
applicable federal and state laws and
regulations, as each is amended from time to
time.
3. Delivery of Documents. The Adviser has
furnished the Sub-Adviser with copies properly
certified or authenticated of each of the
following documents:
a The Trusts Agreement and Declaration of
Trust, as filed with the Secretary of
State of the State of Delaware such
Agreement and Declaration of Trust, as
in effect on the date of this Agreement
and as amended from time to time, herein
called the Declaration of Trust;
b By-Laws of the Trust such By-Laws, as in
effect on the date of this Agreement and
as amended from time to time, are herein
called the By-Laws;
c Prospectuses of each Fund.
4. Compensation to the Sub-Adviser. For the
services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will
pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation
therefor, a sub-advisory fee at the rate
specified on Schedule B or Schedule C, as
applicable, of this Agreement. The fee will
be calculated based on the average monthly
market value of the Allocated Assets under the
Sub-Adviser s management and will be paid to
the Sub-Adviser monthly. Except as may
otherwise be prohibited by law or regulation
including any then current SEC staff
interpretation, the Sub-Adviser may, in its
discretion and from time to time, waive a
portion of its fee.
5. Indemnification. The Sub-Adviser shall
indemnify and hold harmless the Adviser from
and against any and all claims, losses,
liabilities or damages including reasonable
attorneys fees and other related expenses
howsoever arising from or in connection with
the performance of the Sub-Adviser s
obligations under this Agreement; provided,
however, that the Sub-Adviser s obligation
under this Section 5 shall be reduced to the
extent that the claim against, or the loss,
liability or damage experienced by the
Adviser, is caused by or is otherwise directly
related to the Advisers own, or any other
sub-advisers, willful misfeasance, bad faith
or negligence, or to the reckless disregard of
its duties under this Agreement.
6. Duration and Termination. This Agreement
shall become effective upon its approval by
the Trusts Board of Trustees and by the vote
of a majority of the outstanding voting
securities of each Fund. This Agreement shall
continue in effect for a period of more than
two years from the date hereof only so long as
continuance is specifically approved at least
annually in conformance with the 1940 Act;
provided, however, that this Agreement may be
terminated with respect to a Fund a by the
Fund at any time, without the payment of any
penalty, by the vote of a majority of Trustees
of the Trust or by the vote of a majority of
the outstanding voting securities of the Fund,
b by the Adviser at any time, without the
payment of any penalty, on not more than 60
days nor less than 30 days written notice to
the Sub-Adviser, or c by the Sub-Adviser at
any time, without the payment of any penalty,
on 90 days written notice to the Adviser.
This Agreement shall terminate automatically
and immediately in the event of its
assignment, or in the event of a termination
of the Advisers agreement with the Trust. As
used in this Section 6, the terms assignment
and vote of a majority of the outstanding
voting securities shall have the respective
meanings set forth in the 1940 Act and the
rules and regulations thereunder, subject to
such exceptions as may be granted by the SEC
under the 1940 Act.
7. Governing Law. This Agreement shall be
governed by the internal laws of the
Commonwealth of Pennsylvania, without regard
to conflict of law principles; provided,
however, that nothing herein shall be
construed as being inconsistent with the 1940
Act.
8. Severability. Should any part of this
Agreement be held 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.
9. Notice. Any notice, advice or report to be
given pursuant to this Agreement shall be
deemed sufficient if delivered or mailed by
registered, certified or overnight mail,
postage prepaid addressed by the party giving
notice to the other party at the last address
furnished by the other party:
To the Adviser at:
Constellation Investment
Management Company, LP
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxx X. Xxxxx
To the Sub-Adviser at:
Xxxxxxxx Xxxxx Asset Management
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Chief Counsel
10. Entire Agreement. This Agreement embodies the
entire agreement and understanding between the
parties hereto, and supersedes all prior
agreements and understandings relating to this
Agreements subject matter. This Agreement
may be executed in any number of counterparts,
each of which shall be deemed to be an
original, but such counterparts shall,
together, constitute only one instrument.
A copy of the Declaration of Trust is on file
with the Secretary of State of the State of
Delaware, and notice is hereby given that the
obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders of the
Fund or the Trust.
Where the effect of a requirement of the 1940
Act reflected in any provision of this Agreement is
altered by a rule, regulation or order of the SEC,
whether of special or general application, such
provision shall be deemed to incorporate the effect
of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their
officers designated below as of the day and year
first written above.
Constellation Investment Management
Company, XX
Xxxxxxxx Xxxxx Asset Management
By: ______________________
By: _____________________
Name: ____________________
Name: ___________________
Title: ___________
Title: ___________
Schedule A
to the
Investment Sub-Advisory Agreement
as Amended
September 16, 2005
Listing of Funds
Name of Fund
Date Added
Constellation HLAM Large Cap
Q
u
a
l
i
t
y
S
t
o
c
k
F
u
n
d
November 8,
2004
Schedule B
to the
Investment Sub-Advisory Agreement
June 24, 2005
For Funds with Performance Adjustments
This Schedule B shall apply to each of the Funds
identified on Schedule B-1 hereto.
a General. The Adviser shall pay to the
Sub-Adviser, as compensation for the Sub-Advisers
services and expenses assumed hereunder, a fee
determined with respect to each Fund, which shall be
composed of the Basic Fee defined below and a
Performance Adjustment defined below to the Basic
Fee based upon the investment performance of a class
of shares of the Fund in relation to the investment
record of a securities index determined by the
Trustees of the Trust to be appropriate over the
same period.
b Index, Class and Changes to the Class.
The Trustees have initially designated for each Fund
the index and class of shares of the Fund identified
on Schedule B-1 as the index and class to be used
for purposes of determining the Performance
Adjustment referred to herein as the Index and the
Class, respectively. From time to time, the
Trustees may, by a vote of the Trustees of the Trust
voting in person, including a majority of the
Trustees who are not parties to this Agreement or
interested persons as defined in the 1940 Act of any
such parties, determine that a different class of
shares of the Trust representing interests in a Fund
other than the Class is most appropriate for use in
calculating the Performance Adjustment. If a
different class of shares the Successor Class is
substituted in calculating the Performance
Adjustment the use of a Successor Class of shares
for purposes of calculating the Performance
Adjustment shall apply to the entire performance
period so long as such Successor Class was
outstanding at the beginning of such period. In the
event that such Successor Class of shares was not
outstanding for all or a portion of the Performance
Period, it may only be used in calculating that
portion of the Performance Adjustment attributable
to the period during which such Successor Class was
outstanding and any prior portion of the Performance
Period shall be calculated using the Successor Class
of shares previously designated.
c Basic Fee. The basic fee for a Fund the
Basic Fee for any period shall equal: i the average
net asset value of the Funds assets allocated to
the Sub-Adviser, multiplied by ii the annual rate
identified for such Fund on Schedule B-1 hereto,
multiplied by iii a fraction, the numerator of which
is the number of calendar days in the payment period
and the denominator of which is 365 366 in leap
years.
d Performance Adjustment. The amount of
the performance adjustment the Performance
Adjustment shall equal: i the average net assets of
the Fund over the Performance Period as defined
below, multiplied by ii the Adjustment Rate as
defined below, multiplied by iii a fraction, the
numerator of which shall be the number of days in
the last month of the Performance Period and the
denominator of which shall be 365 366 in leap years.
The resulting dollar figure will be added to or
subtracted from the Basic Fee depending on whether
the Fund experienced better or worse performance
than the Index.
e Adjustment Rate. The adjustment rate
the Adjustment Rate shall be as set forth in
Schedule B-2 for each Fund, provided, however, that
the Performance Adjustment may be further adjusted
to the extent necessary to insure that the total
adjustment to the Basic Fee on an annualized basis
does not exceed the maximum Performance Adjustment
identified for such Fund in Schedule B-2.
f Performance Period. The performance
period the Performance Period shall commence on the
first day of the month next occurring after this
Agreement becomes effective with respect to the Fund
the Commencement Date, provided, however, that if
this Agreement should become effective on the first
day of a month with respect to a Fund, then the
Commencement Date shall be the first day of such
month. The Performance Period shall consist of a
rolling 12-month period that includes the most
current month for which performance is available
plus the previous 11 months following the
commencement of Fund operations under this
Agreement. No Performance Adjustment shall be made
with respect to any period that is less than 12
months.
g Measurement Calculation. The Funds
investment performance will be measured by comparing
the i opening net asset value of one share of the
Class of the Fund on the first business day of the
Performance Period with ii the closing net asset
value of one share of the Class of the Fund as of
the last business day of such period. In computing
the investment performance of the Fund and the
investment record of the Index, distributions of
realized capital gains, the value of capital gains
taxes per share paid or payable undistributed
realized long-term capital gains accumulated to the
end of such period and dividends paid out of
investment income on the part of the Fund, and all
cash distributions of the companies whose securities
comprise the Index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable
rule under the Investment Advisers Act of 1940, as
the same from time to time may be amended.
h Payment of Fees. The sub-advisory fee
payable hereunder shall be computed daily and paid
monthly in arrears.
i Average Net Assets. The term average
net assets of a Fund as used herein for any period
shall mean the quotient produced by dividing i the
sum of the net assets of the Fund, as determined in
accordance with procedures established from time to
time under the direction of the Board of Trustees of
the Trust, for each calendar day of such period, by
ii the number of such days.
j Termination. In the event this
Agreement with respect to any Fund is terminated as
of a date other than the last day of any month, the
Basic Fee shall be computed on the basis of the
period ending on the last day on which this
Agreement is in effect for such Fund, subject to a
pro rata adjustment based on the number of days
elapsed in the current month as a percentage of the
total number of days in such month. The amount of
any Performance Adjustment to the Basic Fee will be
computed on the basis of and applied to the average
net assets over the Performance Period ending on the
last day on which this Agreement is in effect for
such Fund.
Schedule B-1
to the
Investment Sub-Advisory Agreement
as Amended
September 16, 2005
Listing of Funds with Performance Adjustments
Name of Fund
Performance Index
Annual Basic
Fee Rate
Constellation HLAM Large Cap
Quality
Stock Fund
Xxxxxxx 1000 Growth Index
0.35%
Schedule B-2
to the
Investment Sub-Advisory Agreement
as Amended
September 16, 2005
Performance Adjustment Rate
Name of Fund
Maximum Rate
Adjustment
Methodology
Constellation HLAM Large
Cap
Quality Stock Fund
+/0.075%
As detailed in Schedule B-3
Schedule B-3
to the
Investment Sub-Advisory Agreement
as Amended
September 16, 2005
Methodology for Performance Adjustment Rate
The tables below describes the applicable sub-
advisory fees that the Sub-Adviser would receive
based on each Funds performance as compared to its
benchmark index over a given performance period:
1. Constellation HLAM Large Cap Quality Stock Fund.
If the Fund:
The Base
Fee
Increase
s by:
If the Fund:
The Base
Fee
Decrease
s by:
Outperforms the Index by
3.01% or more
+ 0.075%
Underperforms the Index by
3.01% or more
0.075%
Schedule C
to the
Investment Sub-Advisory Agreement
For Funds With No Performance Adjustment
This Schedule C shall apply to each of the Funds
identified on Schedule C-1 hereto.
a The Adviser shall pay to the Sub-Adviser
a fee for each Fund calculated daily and payable
monthly in arrears, computed as a percentage of the
average net assets of the Fund for such month at the
rate set forth in Schedule C-1 hereto.
b The average net assets of the Fund for
any month shall be equal to the quotient produced by
dividing i the sum of the net assets of such Fund,
determined in accordance with procedures established
from time to time by or under the direction of the
Board of Trustees of the Trust, for each calendar
day of such month, by ii the number of such days.
Schedule C-1
to the
Investment Sub-Advisory Agreement
Listing of Funds and Fee Rates
Name of Fund
None
7
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