Sub-Advisory Agreement With Geneva Capital Management
Exhibit
(D)(3)
Geneva
Capital Management
NORTH
TRACK FUNDS, INC.
THIS
SUB-ADVISORY AGREEMENT (this “Agreement”) is made as of the ___ day of
__________, 2007, by and among NORTH TRACK FUNDS, INC., a Maryland corporation
registered under the Investment Company Act of 1940, as amended (the “1940
Act”), as an open-end diversified management investment company (the “Company”),
XXXXXXX
CAPITAL MANAGEMENT, LLC,
a
Wisconsin limited liability company (the “Adviser”), and GENEVA CAPITAL
MANAGEMENT LTD., a Wisconsin corporation (the “Sub-Adviser”).
WITNESSETH
For
good
and valuable consideration, the receipt of which is hereby acknowledged,
it is
hereby agreed by and among the parties hereto as follows:
7. In
General
The
Sub-Adviser agrees, as more fully set forth herein, to act as Sub-Adviser
to the
Geneva Growth Fund (the “Fund”), a series of the Company, with respect to the
investment and reinvestment of the assets of the Fund. The Sub-Adviser agrees
to
supervise and arrange the purchase of securities and the sale of securities
held
in the investment portfolio of the Fund.
8. Duties
and Obligations of the Sub-Adviser with Respect to the
Fund
a. Subject
to the succeeding provisions of this section and subject to the oversight
and
review of the Adviser and the direction and control of the Board of Directors
of
the Fund, the Sub-Adviser shall:
A. Determine
what portfolio securities shall be purchased or sold by Fund;
B. Arrange
for the purchase and the sale of securities held in the portfolio of the
Fund;
and
C. Provide
the Adviser and the Board of Directors of the Company with such reports as
may
reasonably be requested in connection with the discharge of the foregoing
responsibilities and the discharge of the Adviser’s responsibilities under its
Investment Advisory Agreement with the Company and those of X.X. Xxxxxxx
and
Company (the “Distributor”) under its Distribution Agreement with the
Company.
b. Any
investment purchases or sales made by the Sub-Adviser under this section
shall
at all times conform to, and be in accordance with, any requirements imposed
by:
(1) the provisions of the 1940 Act and of any rules or regulations in force
thereunder; and (2) the provisions of the Articles of Incorporation and By-Laws
of the Company as amended from time to time; (3) any policies and determinations
of the Board of Directors of the Company; and (4) the fundamental policies
of
the Fund, as reflected in the Fund’s registration statement (or post-effective
amendments thereto) under the 1940 Act and the Securities Act of 1933 (including
the Fund’s current Prospectus and Statement of Additional Information), or as
amended by the shareholders of the Fund; provided that copies of the items
referred to in clauses (2), (3) and (4) shall have been furnished to the
Sub-Adviser.
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c. The
Sub-Adviser shall give the Fund the benefit of its best judgment and effort
in
rendering services hereunder. In the absence of willful misfeasance, bad
faith,
gross negligence or reckless disregard of its obligations or duties (“disabling
conduct”) hereunder on the part of the Sub-Adviser (and its officers, directors,
agents, employees, controlling persons, shareholders and any other person
or
entity affiliated with the Sub-Adviser) the Sub-Adviser shall not be subject
to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder, including
without limitation any error of judgment or mistake of law or for any loss
suffered by any of them in connection with the matters to which this Agreement
relates, except to the extent specified in Section 36(b) of the 1940 Act
concerning loss resulting from a breach of fiduciary duty with respect to
the
receipt of compensation for services. Except for such disabling conduct,
the
Fund shall indemnify the Sub-Adviser (and its officers, directors, agents,
employees, controlling persons, shareholders and any other person or entity
affiliated with the Sub-Adviser) against any liability arising from the
Sub-Adviser’s conduct under this Agreement to the extent permitted by the
Company’s Articles of Incorporation, By-Laws and applicable law.
d. Nothing
in this Agreement shall prevent the Sub-Adviser or any affiliated person
(as
defined in the Act) of the Sub-Adviser from acting as investment advisor
or
manager for any other person, firm or corporation and shall not in any way
limit
or restrict the Sub-Adviser or any such affiliated person from buying, selling
or trading any securities for its or their own accounts or for the accounts
of
others for whom it or they may be acting, provided, however, that the
Sub-Adviser expressly represents that it will undertake no activities which,
in
its judgment, will adversely affect the performance of its obligations to
the
Fund under this Agreement or under the 1940 Act. It is agreed that the
Sub-Adviser shall have no responsibility or liability for the accuracy or
completeness of the Fund’s Registration Statement under the Act and the
Securities Act of 1933 (and will be indemnified by the Fund for claims related
thereto), except for information supplied by the Sub-Adviser for inclusion
therein. The Sub-Adviser shall be deemed to be an independent contractor
and,
unless otherwise expressly provided or authorized, have no authority to act
for
or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
e. In
connection with its duties to arrange for the purchase and sale of the Fund’s
portfolio securities, the Sub-Adviser shall follow the principles set forth
in
any investment advisory agreement in effect from time to time between the
Fund
and the Adviser, provided that a copy of any such agreement shall have been
provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to
the
Adviser and to the officers and the Directors of the Fund such information
relating to portfolio transactions as they may reasonably request.
9. Allocation
of Expenses
The
Sub-Adviser agrees that it will furnish the Fund, at the Sub-Adviser’s expense,
with all office space and facilities, equipment and clerical personnel that
the
Sub-Adviser reasonably deems necessary for carrying out its duties under
this
Agreement. Such office space, facilities, equipment and personnel may be
used by
the Sub-Adviser for its services to other clients. The Sub-Adviser will also
pay
all compensation of those of the Company’s officers and employees, if any, and
of those Directors, if any, who in each case are affiliated persons of the
Sub-Adviser.
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10. Certain
Records
Any
records required to be maintained and preserved pursuant to the provisions
of
Rule 31a-1 and Rule 31a-2 under the 1940 Act which are prepared or maintained
by
the Sub-Adviser on behalf of the Fund are the property of the Fund and will
be
surrendered promptly to the Fund or the Adviser on request.
11. Reference
to the Sub-Adviser
Neither
the Fund nor the Adviser or any affiliate or agent thereof shall make reference
to or use the name of the Sub-Adviser or any of its affiliates in any
advertising or promotional materials without the prior approval of the
Sub-Adviser, which approval shall not be unreasonably withheld.
12. Compensation
of the Sub-Adviser
The
Adviser agrees to pay the Sub-Adviser, and the Sub-Adviser agrees to accept
as
full compensation for all services rendered by the Sub-Adviser as such, a
management fee as specified on Exhibit A.
13. Duration
and Termination
a. This
Agreement shall go into effect on the date hereof. This Agreement shall,
unless
terminated as hereinafter provided, continue in effect for a period of two
years, and thereafter from year to year, but only so long as such continuance
is
specifically approved at least annually by a majority of the Company’s Board of
Directors, or by the vote of the holders of a “majority” (as defined in the 0000
Xxx) of the outstanding voting securities of the Fund, and, in either case,
a
majority of the Directors who are not parties to this Agreement or “interested
persons” (as defined in the 0000 Xxx) of any such party cast in person at a
meeting called for the purpose of voting on such approval.
b. This
Agreement may be terminated by the Sub-Adviser at any time without penalty
upon
giving the Company and the Adviser sixty (60) days’ written notice (which notice
may be waived by the Company and the Adviser) and may be terminated by the
Company or the Adviser at any time without penalty upon giving the Sub-Adviser
sixty (60) days’ written notice (which notice may be waived by the Sub-Adviser),
provided that such termination by the Company shall be directed or approved
by
the vote of a majority of all of its Directors in office at the time or by
the
vote of the holders of a “majority” (as defined in the 0000 Xxx) of the voting
securities of the Fund. This Agreement shall automatically terminate in the
event of its “assignment” (as defined in the 1940 Act). This Agreement will also
automatically terminate in the event that the Investment Advisory Agreement
by
and between the Company and the Adviser is terminated for any
reason.
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IN
WITNESS WHEREOF,
the
parties hereto have caused the foregoing instrument to be executed by their
duly
authorized officers and their seals to be hereto affixed, all as of the day
and
year first above written.
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NORTH
TRACK FUNDS, INC.
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[Name],
[Title]
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XXXXXXX
CAPITAL MANAGEMENT, LLC
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[Name],
[Title]
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GENEVA
CAPITAL MANAGEMENT LTD.
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[Name],
[Title]
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EXHIBIT
A
NORTH
TRACK FUNDS, INC.
GENEVA
CAPITAL MANAGEMENT LTD.
SUB-ADVISORY
MANAGEMENT FEE
Geneva
Growth Fund
Management
Fee: computed daily and paid monthly at the annual rate of 0.375% on the
Fund’s
first $250 million of average daily net assets, 0.350% on the next $250 million
of average daily net assets and 0.325% on average daily net assets in excess
of
$500 million.
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