Exhibit (d)(ii) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
INVESTMENT SUB-ADVISORY AGREEMENT
GOLDEN OAK(R) FAMILY OF FUNDS
Golden Oak(R) Prime Obligation Money Market Portfolio
AGREEMENT made this 1st day of June 2002, by and among CB Capital
Management, Inc., a Michigan corporation (the "Adviser"), Wellington
Management Company, LLP, a Massachusetts limited liability partnership (the
"Sub-Adviser") and Golden Oak(R) Family of Funds, a Delaware business trust
(the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement dated June 1, 2002 (the "Advisory Agreement") with the Trust,
pursuant to which the Adviser will act as investment adviser to the Golden
Oak(R) Prime Obligation Money Market Portfolio (the "Portfolio"); and
WHEREAS, the Adviser and the Trust each desire to retain the
Sub-Adviser to provide investment advisory services to the Trust in
connection with the management of the Portfolio, and the Sub-Adviser is
willing to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. (a) Subject to supervision by the Adviser and the Trust's Board of
Trustees, the Sub-Adviser shall manage the investment
operations of the Portfolio and the composition of the
Portfolio's portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's
investment objectives, policies and restriction as stated in
the Portfolio's Prospectus (such Prospectus and Statement of
Additional Information, as currently in effect and as amended
or supplemented from time to time, being herein called the
"Prospectus"), and subject to the following:
(1) The Sub-Adviser shall provide supervision of the
Portfolio's investments and determine from time to time
what investments and securities will be purchased,
retained or sold by the Portfolio, and what portion of
the assets will be invested or held uninvested in cash.
(2) In the performance of its duties and obligations under
this Agreement, the Sub-Adviser shall act in conformity
with the Trust's Certificate of Trust, Agreement and
Declaration of Trust, By-laws and the Prospectus and with
the instructions and directions of the Adviser and of the
Board of Trustees and will conform to and comply with the
requirements of the 1940 Act, and Internal Revenue Code
of 1986 and all other applicable federal and state laws
and regulations, as each is amended from time to time.
(3) The Sub-Adviser shall determine the securities to be
purchased or sold by the Portfolio and will place orders
with or through such persons, brokers or dealers to carry
out the policy with respect to brokerage set forth in the
Portfolio's 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 providing the Portfolio with
investment supervision, the Sub-Adviser will give primary
consideration to securing the most favorable price and
efficient execution. Within the framework of the policy,
the Sub-Adviser may consider the financial
responsibility, research and investment information and
other services provided by brokers or dealers who may
effect or be a party to any such transaction or other
transactions to which the Sub-Adviser's other clients may
be a party. It is understood that it is desirable for
the Portfolio that the Sub-Adviser have access to
supplemental investment and market research and security
and economic analysis provided by brokers who may execute
brokerage transactions at a higher cost to the Portfolio
than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price
and efficient execution. Therefore, the Sub-Adviser is
authorized to place orders for the purchase and sale of
securities for the Portfolio with such brokers, subject
to review by the Trust's Board of 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 Sub-Adviser in
connection with the Sub-Adviser's services to other
clients.
On occasions when the Sub-Adviser deems the purchase or
sale of a security to be in the best interest of the
Portfolio as well as other clients of the Sub-Adviser,
the Sub-Adviser, to the extent permitted by applicable
laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be so
purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and efficient
execution. 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 Sub-Adviser in the
manner it considers to be the most equitable and
consistent with its fiduciary obligations to the
Portfolio and to such other clients.
(4) The Sub-Adviser shall maintain all books and records with
respect to the Portfolio's portfolio transactions
required by subparagraphs (b)(5), (6), (7), (9), (10) and
(11) and paragraph (f) of Rule 31a-1 under the 1940 Act
and shall render to the Trust's Board of Trustees such
periodic and special reports as the Trust's Board of
Trustees may reasonably request.
(5) The Sub-Adviser shall provide the Portfolio's Custodian
on each business day with information relating to all
transactions concerning the Portfolio's assets and shall
provide the Adviser with such information upon request of
the Adviser.
(6) 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.
(b) Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of the
Sub-Adviser's partners, officers or employees.
(c) The Sub-Adviser shall keep the Portfolio's books and records
required to be maintained by the Sub-Adviser pursuant to
paragraph 1(a) of this Agreement and shall timely furnish to
the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the
other books and records of the Portfolio required by Rule 31a-1
under the 1940 Act. The Sub-Adviser agrees that all records
that it maintains on behalf of the Portfolio are property of
the Portfolio and the Sub-Adviser will surrender promptly to
the Portfolio any of such records upon the Portfolio's request;
provided, however, that the Sub-Adviser may retain a copy of
such records. The Sub-Adviser further agrees to 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
paragraph 1(a) of this Agreement.
2. The Adviser shall continue to have responsibility for all services to
be provided to the Portfolio pursuant to the Advisory Agreement and
shall oversee and review the Sub-Adviser's performance of its duties
under this Agreement.
3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
(a) Trust's Certificate of Trust, as filed with the Secretary of
State of the State of Delaware, and Agreement and Declaration
of Trust, as filed with the Trust's registered office and
resident agent in Delaware (such documents, as in effect on the
date of this Agreement and as amended from time to time, are
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) Certified resolutions of the Trust's Board of Trustees
authorizing the appointment of the Adviser and the Sub-Adviser
and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the Securities
Act of 1933 on Form N-1A (the "Registration Statement"), as
filed with the Securities and Exchange Commission (the
"Commission") relating to the Portfolio and shares of the
Portfolio's beneficial shares, and all amendments thereto;
(e) Notification of Registration of the Portfolio under the 1940
Act on Form N-8A as filed with the Commission, and all
amendments thereto; and
(f) Prospectus of the Portfolio.
4. For the services to be provided by the Sub-Adviser pursuant to this
Agreement, the Portfolio will pay to the Sub-Adviser as full
compensation therefore a fee at an annual rate of 0.075% on the first
$500 million of the Portfolio's average daily net assets and 0.020%
on the Portfolio's average daily net assets in excess of $500
million. This fee will be computed daily and paid to the Sub-Adviser
monthly.
5. The Sub-Adviser shall not be liable for any error of judgment or for
any loss suffered by the Portfolio or the Adviser in connection with
performance of its obligations under this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section
36(b)(3) of the 1940 Act), or a loss resulting from willful
misfeasance, bad faith or gross negligence on the Sub-Adviser's part
in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement, except as may otherwise
be provided under provisions of applicable state law which cannot be
waived or modified hereby.
6. 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 (a) by
the Portfolio 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 Portfolio, (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
other parties, or (c) by the Sub-Adviser at any time, without the
payment of any penalty, on 90 days' written notice to the other
parties. This Agreement shall terminate automatically and
immediately in the event of its assignment. 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 Commission under the 1940
Act.
7. Nothing in the Agreement shall limit or restrict the right of any of
the Sub-Adviser's partners, officers, or employees to engage in any
other business or to devote his or her time and attention in part to
the management or other aspects of any business, whether of a similar
or dissimilar nature, nor limit or restrict the Sub-Adviser's right
to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association.
8. During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to stockholders, sales literature or other
materials prepared for distribution to stockholders of the Portfolio,
the Trust or the public that refer to the Sub-Adviser or its clients
in any way prior to use thereof and not to use material if the
Sub-Adviser reasonably objects in writing within five business days
(or such other period as may be mutually agreed) after receipt
thereof. The Sub-Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to
the Sub-Adviser, its services and its clients. The Adviser agrees to
use its reasonable best efforts to ensure that materials prepared by
its employees or agents or its affiliates that refer to the
Sub-Adviser or its clients in any way are consistent with those
materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished
to the Sub-Adviser by first-class or overnight mail, facsimile
transmission equipment or hand delivery.
9. No provisions of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be
effective until approved by the vote of the majority of the Trust's
Board of Trustees, including a majority of the Trustees who are not
"interested persons" as defined in the 1940 Act, and, if the 1940 Act
so requires, a vote of a majority of the outstanding voting
securities of the Portfolio.
10. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania; provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
11. This Agreement embodies the entire agreement and understanding among
the parties hereto, and supersedes all prior agreements and
understandings relating to this Agreement's 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.
12. 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.
13. Any notice, advice or report to be given pursuant to this Agreement
shall be delivered or mailed:
To the Adviser at:
CB Capital Management, Inc.
One Citizens Banking Center
000 X. Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attn: X. Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
To the Sub-Adviser at:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
To the Trust or the Portfolio at:
Golden Oak(R)Family of Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Secretary
Telephone: (000) 000-0000
Fax: (000) 000-0000
14. 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 Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order.
15. Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information (NPI") of Fund customers and
consumers, as those terms are defined in Xxxxxxxxxx X-X, 00 XXX Part
248. Sub-Adviser agrees to use and redisclose such NPI for the
limited purposes of processing and servicing transactions; for
specific law enforcement and miscellaneous purposes; and to service
providers or in connection with joint marketing arrangements directed
by the Fund(s), in each instance in furtherance of fulfilling
Sub-Adviser's obligations under this Contract and consistent with the
exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13,
respectively.
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.
CB CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President & Treasurer
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
GOLDEN OAK(R) FAMILY OF FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
