EX. 9(b)
INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO MANAGER INVESTMENT AGREEMENT
Agreement, made this 12th day of October, 1995, among
The Palladian Trust (the "Trust"), a Massachusetts business
trust; Palladian Advisors, Inc. (the "Manager"), a Delaware
corporation; Western Capital Financial Group, Inc. (the
"Distributor"), a California corporation; Bee & Associates
Incorporated (the "Portfolio Manager"), a Colorado corporation;
and Xxxxx X. Bee and Xxxxxx X. XxXxxxxx, both principals in the
Portfolio Manager (the "Principals").
WHEREAS, the Trust is a diversified, open-end
management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized to issue shares of
beneficial interest in separate portfolios with each such
portfolio representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Manager has entered into a management
agreement with the Trust, pursuant to which the Manager will
provide, among other services, advice with respect to the
selection and monitoring of portfolio managers to provide the
day-to-day investment management of certain portfolios; and
WHEREAS, the Trust, the Manager and the Portfolio
Manager have entered into an agreement (the "Portfolio Manager
Agreement") pursuant to which the Portfolio Manager will provide
the day-to-day investment management of the International Growth
Portfolio of the Trust (the "Portfolio"); and
WHEREAS, the Trust and the Distributor have entered
into an agreement under which the Distributor will serve as
underwriter for shares of the Trust; and
WHEREAS, one of the selection and retention criteria
for Portfolio Managers used by the Manager and the Trust is a
willingness of each Portfolio Manager or an affiliate to invest
$1 million in the portfolio managed by that Portfolio Manager;
and
WHEREAS, the Trust prospectus discloses that each
Portfolio Manager has agreed that it or an affiliate (either
directly or through a qualified plan) will invest at least $1
million in the portfolio it manages and that each Portfolio
Manager currently intends to maintain that investment as long as
it continues to manage the portfolio; and
WHEREAS, that agreement is an important factor in the
Manager's decision to recommend the Portfolio Manager and the
Trust's decision to retain the Portfolio Manager.
Therefore, the parties agree as follows:
1. INVESTMENT. On or before the twentieth business day
after the Portfolio reaches total assets of ten million dollars
($10,000,000.00), the Portfolio Manager or the Principals shall
purchase Portfolio shares with a total purchase price of one
million dollars ($1,000,000.00) either directly or through a
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qualified plan acceptable to the Trust and the Manager. The
Trust and the Distributor shall cause the appropriate number of
shares to be issued to the purchaser in book entry form.
2. VOTING OF PORTFOLIO SHARES. The Portfolio Manager and
the Principals agree to vote any and all shares of the Portfolio
(held directly or in a qualified plan) in the same proportion as
all contract owners having voting rights with respect to the
Portfolio; provided, however, that the Portfolio Manager and the
Principals shall vote any or all shares of the Portfolio (held
directly or in a qualified plan) in such other manner as may be
required by the Securities and Exchange Commission or its staff.
3. NOTICES. Notices shall be in writing and shall be duly
given if sent by first class mail or delivered to the following
addresses or to such other address as shall be specified by a
party with proper notice to the other parties:
If as to the Trust:
--------------------
The Palladian Trust
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
Attn: President
If as to the Manager:
---------------------
Palladian Advisors, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
Attn: President
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If as to the Distributor:
---------------------------
Western Capital Financial Group, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xx Xxxxx, XX 00000
Attn: President
If as to the Portfolio Manager:
------------------------------
Bee & Associates Incorporated
000 00xx Xxxxxx
Xxxxxx, XX 00000
Attn: President
If as to the Principals:
-----------------------------
Bee & Associates Incorporated
000 00xx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Bee and Xxxxxx X. XxXxxxxx
4. OBLIGATION. A copy of the Trust's Agreement and
Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. Notice is hereby given that this
Agreement has been executed on behalf of the Trust by a trustee
of the Trust in his or her capacity as trustee and not
individually. The obligations of this Agreement shall only be
binding upon the assets and property of the Trust and shall not
be binding upon any trustee, officer, or shareholder of the Trust
individually.
5. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original.
6. APPLICABLE LAW. This Agreement shall be governed by
the laws of California, provided that nothing herein shall be
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construed in a manner inconsistent with the 1940 Act, the
Investment Advisers Act of 1940, or any rules or order of the
Securities and Exchange Commission thereunder.
7. CAPTIONS. The captions of this Agreement are included
for convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below on
the day and year first above written.
The Palladian Trust
/s/ Xxxxxxx Tasiello By: /s/ H. Xxxxxxx Xxxxxxxx
---------------------------- -------------------------------
Witness H. Xxxxxxx Xxxxxxxx
President
Palladian Advisors, Inc.
/s/ Xxxxxxx Tasiello By: /s/ H. Xxxxxxx Xxxxxxxx
---------------------------- -------------------------------
Witness H. Xxxxxxx Xxxxxxxx
President
Western Capital
Financial Group, Inc.
/s/ Xxxxxxx Tasiello By: /s/ H. Xxxxxxx Xxxxxxxx
---------------------------- -------------------------------
Witness H. Xxxxxxx Xxxxxxxx
President
Bee & Associates Incorporated
/s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxxx X. Bee
---------------------------- -------------------------------
Witness Xxxxx X. Bee
President
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxxx X. Bee
---------------------------- -------------------------------
Witness Xxxxx X. Bee
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxxxx X. XxXxxxxx
---------------------------- -------------------------------
Witness Xxxxxx X. XxXxxxxx
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