SUBADVISORY CONTRACT
AGREEMENT made as of the 5th day of May, 2000, by and among CLEARWATER
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), CLEARWATER
MANAGEMENT CO., INC., a Minnesota corporation (the "Manager"), and PARAMETRIC
PORTFOLIO ASSOCIATES (the "Subadviser").
W I T N E S S E T H:
WHEREAS, the Manager desires to utilize the services of the Subadviser
as financial counsel with respect to the Clearwater Growth Fund (the "Fund"), a
separate series of the Trust; and
WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
herein contained, it is agreed as follows:
1. The Subadviser's Services. The Subadviser will serve the
Manager as financial counsel with respect to the Fund which is under the
management of the Manager pursuant to the Management Contract dated May 1, 1998
between the Manager and the Trust. Subject to the supervision of the Manager and
the Trust's Board of Trustees, the investment policies and restrictions
applicable to the Fund as set forth in the registration statement of the Trust
filed with the Securities and Exchange Commission and such resolutions as from
time to time may be adopted by the Trust's Trustees and furnished to the
Subadviser, the Subadviser is hereby authorized and directed and hereby agrees
to develop, recommend and implement such investment program and strategy for the
Fund as may from time to time in the circumstances appear most appropriate to
the achievement of the investment objectives of the Fund as stated in the
aforesaid registration statement, to provide research and analysis relative to
the investment program and investments of the Fund, to determine what securities
should be purchased and sold and what portion of the assets of the Fund should
be held in cash or cash equivalents or other assets and to monitor on a
continuing basis the performance of the portfolio securities of the Fund. In
addition, the Subadviser will place orders for the purchase and sale of
portfolio securities and will advise the Manager and the custodian for the Fund
on a prompt basis of each purchase and sale of a portfolio security specifying
the name of the issuer, the description and amount or number of shares of the
security purchased, the market price, commission and gross or net price, trade
date, settlement date and identity of the effecting broker or dealer. From time
to time as the Trustees of the Trust or the Manager may reasonably request,
the Subadviser will furnish to the Trust's officers and to each of its Trustees
reports on portfolio transactions and reports on issues of securities held by
the Fund, all in such detail as any such Trustee or the Manager may reasonably
request. The Subadviser also will inform the Trust's officers and Trustees on a
current basis of changes in investment strategy or tactics. The Subadviser will
make its officers and employees available to meet with the Trust's officers and
Trustees and the Manager's officers and Directors at least quarterly on due
notice to review the investments and investment program of the Fund in the light
of current and prospective economic and market conditions.
2. Avoidance of Inconsistent Position.
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(a) In connection with purchases and sales of portfolio
securities for the account of the Fund, the Subadviser will not act as a
principal or agent or receive any commission except as permitted by the
Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser
shall arrange for the placing of all orders for the purchase and sale of
portfolio securities for the Fund's account with brokers or dealers selected by
the Subadviser. In the selection of such brokers or dealers and the placing of
such orders, the Subadviser is directed at all times to seek for the Fund the
most favorable execution and net price available except as otherwise described
herein. It is understood that it is desirable for the Fund that the Subadviser
have access to supplemental investment and market research and security and
economic analyses provided by brokers who may execute brokerage transactions at
a higher cost to the Fund than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Subadviser is authorized to place orders for the
purchase and sale of securities for the Fund with such brokers consistent with
the requirements of Section 28(e) of the Securities Exchange Act of 1934,
subject to review by the Trust's Trustees from time to time with respect to the
extent and continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Subadviser in connection with its
services (and the services of the Subadviser's affiliates) to other clients.
(b) On occasions when the Subadviser deems the purchase
or sale of a security to be in the best interest of the Fund as well as other
clients, the Subadviser, to the extent permitted by applicable laws and
regulations, may aggregate the securities to be sold or purchased in order to
obtain the best execution and lower brokerage commissions, if any. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in the
manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such clients.
3. Other Agreements, etc. It is understood that any of the
shareholders, Trustees, officers and employees of the Trust may be a
shareholder, director, officer or employee of, or be otherwise interested in,
the Subadviser, any interested person (as
defined in the 0000 Xxx) of the Subadviser, any organization in which the
Subadviser may have an interest or any organization which may have an interest
in the Subadviser and that the Subadviser, any such interested person or any
such organization may have an interest in the Trust. It is also understood that
the Subadviser, the Manager and the Trust may have advisory, management, service
or other contracts with other individuals or entities, and may have other
interests and businesses. When a security proposed to be purchased or sold for
the Trust is also to be purchased or sold for other accounts managed by the
Subadviser at the same time, the Subadviser shall make such purchases or sales
on a pro rata, rotating or other equitable basis so as to avoid any one account
being preferred over any other account.
4. Subadviser's Compensation. The Manager shall pay to the
Subadviser for its services hereunder a fee at the annual rate of 0.15% of the
Fund's net assets under the Subadviser's management. Such fee shall be
calculated and accrued on a monthly basis as a percentage of the Fund's month
end net assets under the Subadviser's management, and shall be payable quarterly
after the end of each calendar quarter on or before the 15th day of January,
April, July and October of each year with respect to the preceding quarter. If
this Contract shall be effective for only a portion of a calendar quarter, the
aforesaid fee shall be prorated for that portion of such calendar quarter during
which this Contract is in effect.
5. Assignment and Amendment. This Contract shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in the 0000 Xxx) or in the event of the termination of the
Management Contract between the Trust and the Manager insofar as it applies to
the Fund; provided, that such termination shall not relieve either party of any
liability incurred hereunder. The terms of this Contract shall not be changed
unless such change is approved in accordance with the requirements of the 1940
Act, and as such requirements may be modified by rule, regulation or order of
the Securities and Exchange Commission (the "SEC").
6. Effective Period and Termination of this Contract.
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(a) This Contract shall become effective on the date
hereof and shall remain in full force and effect until two years from the date
hereof and from year to year thereafter, but only so long as its continuance is
approved annually in accordance with the requirements of the 1940 Act, and as
such requirements may be modified by rule, regulation or order of the SEC,
subject to the respective rights of the Trust, the Manager and the Subadviser to
terminate this Contract as provided in paragraphs (b) and (c) hereof.
(b) The Trust or the Manager may at any time terminate
this Contract by not more than sixty (60) days' nor less than thirty (30) days'
written notice given to
the Subadviser.
(c) The Subadviser may at any time terminate this
Contract by not less than one hundred twenty (120) days' written notice given to
the Trust and the Manager.
7. Complete Agreement. This Contract states the entire
agreement of the parties hereto, and is intended to be the complete and
exclusive statement of the terms hereof. It may not be added to or changed
orally, and may not be modified or rescinded except by a writing signed by the
parties hereto and in accordance with Section 5 hereof and the applicable
requirements of the 1940 Act.
8. Nonliability of the Subadviser. In the absence of willful
misfeasance, bad faith or gross negligence on the part of the Subadviser, or of
reckless disregard of its obligations and duties hereunder, the Subadviser shall
not be subject to any liability to the Manager or the Trust, to any shareholder
of the Fund, or to any person, firm or organization, for any act or omission in
the course of, or connected with, rendering services hereunder. Nothing herein,
however, shall derogate from the Subadviser's obligations under applicable
federal and state securities laws.
9. Limitation of Liability of the Trustees, Officers and
Shareholders. A copy of the Declaration of Trust of the Trust is on file with
the Secretary of State of The Commonwealth of Massachusetts, and notice is
hereby given that this Contract is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations under this
Contract are not binding upon any of the Trustees, officers or shareholders of
the Trust but are binding only upon the assets and property of the Fund.
10. Notices. Any notice, instruction, request or other
communications required or contemplated by this Contract shall be in writing and
shall be duly given when deposited by first class mail, postage prepaid,
addressed to (or delivered by hand with confirmation to) the Trust, the Manager
or the Subadviser at the applicable address set forth below:
If to Subadviser:
Parametric Portfolio Associates
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
If to Trust:
Clearwater Investment Trust
0000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
If to Manager:
Clearwater Management Co., Inc.
0000 Xxxxx Xxxxxxxx Xxxx Xxxxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
11. Disclosure Statement. The Manager and the Trust acknowledge
receipt of the Subadviser's written disclosure statement required by Rule 204-3
under the Investment Advisers Act of 1940 not less than 48 hours prior to
entering into this Contract.
12. Governing Law. This Contract and all performance hereunder
shall be governed by, interpreted construed and enforced in accordance with the
laws of the State of Minnesota.
13. Any term or provision of this Contract which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Contract or affecting
the validity or enforceability of any of the terms or provisions of this
Contract in any other jurisdiction.
14. This Contract may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their duly authorized officers and as of the day and year first
written above.
CLEARWATER INVESTMENT TRUST
By: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
CLEARWATER MANAGEMENT CO., INC.
By: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chairman
PARAMETRIC PORTFOLIO ASSOCIATES
By: /s/Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Managing Director
