SUB ADVISORY AGREEMENT
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THIS SUB ADVISORY AGREEMENT (the "Agreement") made as of [____________], entered
into by and between EKN Asset Management Group, Inc. a corporation organized in
the State of New York (the "Investment Advisor") and CFM Advisors, Inc. a
corporation organized in the State of New York (the "Sub Advisor").
PRELIMINARY STATEMENTS
WHEREAS, the Investment Advisor is registered with the Securities and Exchange
Commission as an investment advisor, and is the appointed investment advisor to
The Ehrenkrantz Trust - Ehrenkrantz Growth Fund (the "Trust"), an investment
company registered under the Investment Company Act of 1940, and
WHEREAS, the Investment Advisor desires to avail itself of the expertise of, and
sources of information, advice, and assistance available to, the Sub Advisor,
and also desires to have the Sub Advisor perform investment advisory services,
and
WHEREAS, the Sub Advisor is registered with the Securities and Exchange
Commission as an investment advisor, and is willing to provide its expertise,
and sources of information, advice, and assistance, to the Investment Advisor,
and to perform investment advisory services, under the terms and conditions in
this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties to this Agreement, intending to be
legally bound, agree as follows:
1. Appointment: Subject to the next sentence, the Investment Advisor
hereby appoints the Sub Advisor as Sub Advisor to the Trust's No Load
Funds and Class A Shares. The Sub Advisor hereby accepts this
appointment and agrees to render the services set forth in this
Agreement in exchange for the compensation provided herein.
2. Investment Advisory Services: The Sub Advisor will provide to the
Investment Advisor investment research and advice, make
recommendations regarding the management and portfolio allocations of
the investor accounts for No Load Funds and Class A Shares (the
"Accounts") held with the Trust, and purchase, sell, reinvest,
exchange, convert and trade the assets of the Accounts as well as
place orders for the purchase and sale of the assets of the Accounts,
subject to the review and approval of the Investment Advisor which, in
turn, is subject to the direction of the Trustees of the Trust. Such
services provided by the Sub Advisor shall conform and adhere (i) to
the Investment Objectives, and Investment Limitations of the Accounts
as expressed in the Prospectus and Statement of Additional Information
of the Ehrenkrantz Trust - Ehrenkrantz Growth Fund, (ii) the
Investment Advisory Agreement between the Investment Advisor and the
Trust, and (iii) all applicable laws, rules and regulations of
governmental, regulatory and self-regulatory bodies.
3. Services not Exclusive: This Agreement is non-exclusive and the Sub
Advisor, including its directors, officers, and employees, may furnish
similar services to others and may trade for their own accounts while
this Agreement is in effect, and shall not thereby be deemed to be
acting in conflict with the interests of the Trust or the Accounts,
subject to the next sentence. The Sub Advisor, including its
directors, officers, and employees, shall not take actions or provide
any services for its own (or their own) benefit, or for other accounts
that differ from, or are inconsistent or in conflict with, the
recommendations, advice and other services furnished to the Investment
Adviser pursuant to this Agreement.
4. No Custody: The Sub Advisor shall at no time have the right to
physically possess the securities of the Accounts or have such
securities registered in its own name. The Sub Advisor shall have no
responsibility with respect to the collections or disbursement of
monies, reclamation of withheld taxes, physical acquisition or
safekeeping of the securities held in the Accounts.
5. Securities Trading: The Sub Advisor agrees that, unless otherwise
instructed or permitted by the Investment Advisor, all orders placed
for securities held by, or to be acquired for, the Accounts shall be
placed through the trading services provided by Ehrenkrantz King
Xxxxxxxx, Inc., a registered Broker/Dealer and an NASD member.
6. Limitations of Sub Advisor Authority: Except where otherwise expressly
granted under the terms of this Agreement with regard to the placing
of orders to purchase or sell securities held within the Accounts, the
Sub Advisor shall not have authority to enter into any agreements,
contracts, relationships, or in any way have the capacity to bind
either the Investment Advisor or the Trust.
7. Proxy Voting: The Sub Advisor shall have no obligations or authority
to take any action or render any advice with respect to the voting of
proxies solicited by or with respect to issuer securities held in the
Accounts.
8. Compensation: The Investment Advisor will pay the Sub Advisor, as
compensation for investment advisory services hereunder, fees in
accordance with the fee schedule annexed hereto as Schedule A (the
"Advisory Fee"). The Sub Advisor shall not be compensated on the basis
of a share of capital gains or upon the capital appreciation of assets
on any portion of the assets in the Accounts. Unless expressly
provided for in Schedule A or are "pass through" expenses which the
Trust is obligated to bear or reimburse the Investment Advisor for
under the Investment Advisor Agreement, all expenses incurred by the
parties in the performance of their obligations under this Agreement
shall be borne exclusively by the party incurring them.
9. Indemnification: The parties hereby agree to indemnify one another,
and their directors, officers, and employees, and any of the
executors, heirs, assigns, successors, or other legal representations
("Indemnified Persons"), from and against any and all losses,
expenses, costs, claims, damages or liabilities, joint or several,
including without limitation, reasonable attorneys' fees and
disbursements, arising out of the non-performance of their respective
obligations under and pursuant to this Agreement.
10. Effective Date, Duration and Termination: This Agreement shall be
effective immediately, but shall be conditioned upon approval by the
Trustees of the Trust and, if required, the Trust's shareholders. This
Agreement may be terminated by the Sub Advisor or Investment Advisor
at any time by giving at least sixty (60) calendar days' prior written
notice of termination. In the event notice of the termination of this
Agreement is given by either party, the Sub Advisor agrees that it
will continue to perform and be bound by this Agreement pending the
date the Agreement terminates.
11. Disclosure Statement: the Investment Advisor acknowledges receipt of
Part II of the Sub Advisors' Form ADV.
12. Notice: All notices and other communications hereby shall be in
writing and shall be deemed given if (a) delivered in person, (b)
transmitted by telecopy (with confirmation), (c) transmitted by
electronic mail (with confirmation), (d) mailed by certified or
registered mail (return, receipt requested) or (e) delivered by
express courier (with confirmation) to the parties at the addresses
(or such other address for a party as shall be specified by like
notice) set forth after their names at the end of this Agreement.
13. Sub Advisor Appoint as Director: Promptly upon the execution of this
Agreement the parties shall request that the Trust appoint Xxxxx
Xxxxxxxx as a Trust Director and have him remain (and reappointed) a
director for so long as (i) the investment advisory agreement between
the Trust and the Investment Advisor has not been termination or
notice of its future termination has not been given or (ii) neither
the Investment Advisor nor the Sub Advisor has terminated or given
notice of termination of this Agreement.
14. Redemption Fee Waiver: Promptly upon the execution of this Agreement
the parties shall request that the Trust take such steps as are
necessary to provide for a waiver of redemption fees on the minimum
number of days permitted by law, with regards to all investors
introduced to the Trust by the Sub Advisor.
15. This Agreement shall be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior
agreements, written or oral. No change in or modification of this
Agreement shall be binding unless the same shall be in writing and
signed by the parties hereto. Each of the parties represents that in
entering into this Agreement it is not relying on any representations,
promises, or statements of any person (including the other parties)
not expressly set forth herein.
This Agreement was made in and shall be governed by and construed in
accordance with the laws of the State of New York.
It is agreed that in the event any provision of this Agreement shall
be adjudged to be invalid or unenforceable according to any applicable
laws, the remaining provisions of this Agreement and the application
thereof to any person or circumstances shall not be affected thereby
and shall be enforced to the fullest extent permitted by law.
The parties acknowledge and agree that they have mutually negotiated
and selected all of the language used in this Agreement and,
accordingly, in the event of a disagreement over, or any ambiguity in,
the meaning of any of the language, terms and provisions of this
Agreement, there shall be no presumption that any language, term,
provision or ambiguity be construed against either one another;
Each of the parties represents that it has read all of the terms and
provisions of this Agreement, fully understands them, and has been
advised by counsel before entering into this Agreement with respect to
the meaning, import and legal ramifications of all of the terms and
provisions of this Agreement.
EKN Asset Management Group, Inc. CFM Advisors, Inc.
Address: Address:
By: __________________________ By: _________________________
SCHEDULE A - FEE SCHEDULE
SUB ADVISORY AGREEMENT
BETWEEN
EKN Asset Management Group, Inc. and CFM Advisors, Inc.
CFM Advisors, Inc. shall receive, as and for its
compensation pursuant to the Sub Advisory agreement, fifty
(50%) percent of all advisory fees EKN Asset Management
Group, Inc. receives from The Ehrenkrantz Trust -
Ehrenkrantz Growth Fund attributable to Accounts (as defined
in the Sub Advisory Agreement) for No Load Funds and Class A
Shares.
EKN Asset Management Group, Inc. shall not have any
authority in its dealings with the Trust to waive or forego
receipt of compensation to which CFM Advisors, Inc. is
entitled under the Sub Advisory Agreement.
SK 25780 0001 725938
