Exhibit (d)(2)
SUB ADVISORY AGREEMENT
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
