Exhibit 4
FORM OF AMENDED MANAGEMENT AGREEMENT
Opus Investment Management, Inc. (the "Adviser") and Opus Investment Trust
("Trust") hereby confirm their Agreement covering services as hereinafter set
forth. The terms and provisions of this Agreement shall take effect on ________,
2004.
1. The Trust hereby retains the Adviser as investment adviser for the shares
of the Opus Cash Reserves of the Trust as listed on Schedule A attached
hereto and for such other series of shares as the Trust and the Adviser may
from time to time agree on, each such series of shares being hereinafter
referred to as a "Fund." The Adviser shall also manage, supervise and
conduct the other affairs and business of the Trust and matters incidental
thereto, subject always to the provisions of the Trust's Agreement and
Declaration of Trust, Bylaws and of the provisions of the Investment
Company Act of 1940, as amended ("1940 Act"). In providing and performing
such services, the Adviser will function in cooperation with and subject
always to the direction and control of the Trustees of the Trust and in
cooperation with the Trust's authorized officers and representatives.
2. Investment Advisory Services. The Adviser agrees to act as the investment
adviser for, and to manage the investment of assets of, each Fund and to
make purchases and sales of securities for each Fund's account. The Adviser
shall assume responsibility for the management of the portfolio securities
of each Fund and the making and execution of all investment decisions for
each Fund.
A. Investment of each Fund's assets shall be in accordance with the
objectives and policies of each Fund as set forth in the current
Registration Statement of the Trust filed with the Securities and
Exchange Commission (the "SEC"), and any applicable federal and state
laws.
B. The Adviser shall report to the Trustees of the Trust (the "Trustees")
at such times and in such detail as the Trustees may from time to time
determine to be appropriate in order to permit the Trustees to
determine the adherence by the Adviser to the investment policies and
legal requirements of each Fund.
C. The Adviser shall place all orders for the purchase and sale of
portfolio investments for the account of the Funds with issuers,
brokers or dealers selected by the Adviser which may include brokers
or dealers affiliated with the Adviser. In the selection of such
brokers or dealers and the placing of such orders, the Adviser shall
always seek best execution (except to the extent permitted by the next
sentence hereof), which is to place portfolio transactions where the
Trust can obtain the most favorable combination of price and execution
services in particular transactions or provided on a continuous basis
by a broker or dealer, and to deal directly with a principal market
maker in connection with over-the-counter transactions, except when it
is believed that best execution is obtainable elsewhere. Subject to
such policies as the Trustees may determine, the Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of its having caused
the Trust to pay a broker or dealer that provides brokerage and
research services an amount of commission for effecting a portfolio
investment transaction which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Adviser determines in good faith that such excess
amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of the Adviser and its affiliates with respect to the
Trust and to other clients as to which the Adviser or any affiliate of
the Adviser exercises investment discretion.
D. Subject to the provisions of the Trust's Agreement and Declaration of
Trust and the 1940 Act, the Adviser, at its expense, may select and
contract with one or more investment advisers (the "Sub-Advisers") to
provide to the Adviser such investment advice relating to the assets
of a Fund and related services as the Adviser may from time to time
deem appropriate, or delegate any or all of its functions hereunder to
one or more Sub-Advisers, provided that the Trustees shall approve any
such contract with a Sub-Adviser. So long as any Sub-Adviser serves as
investment adviser to any Fund pursuant to a Sub-Adviser Agreement in
substantially the form agreed to by the appropriate parties (the
"Sub-Adviser Agreement"), the obligation of the Adviser under this
Agreement with respect to managing the investment portfolio of such
Fund shall be, subject in any event to the control of the Trustees, to
determine and review with such Sub-Adviser the investment objectives,
policies and restrictions and placing of all orders for the purchase
and sale of portfolio securities for such Fund, all as further
described in the Sub-Adviser Agreement. The Adviser will compensate
any Sub-Adviser of any Fund for its services to such Fund. The Adviser
may terminate the services of any Sub-Adviser at any time, subject to
the approval of the Trustees, and shall at such time assume the
responsibilities of such Sub-Adviser unless and until a successor
Sub-Adviser is selected.
[E. Subject to the provisions of the Trust's Agreement and Declaration of
Trust and the 1940 Act and the direction and control of the Trustees,
the Adviser may choose to have any Fund participate in a master feeder
arrangement whereby a master portfolio established pursuant to the
master feeder arrangement would serve as the sole investment vehicle
for such Fund.]
3. Management Services. The Adviser will perform (or arrange for the
performance by its affiliates) the management and administrative services
necessary for the operation of the Trust.
A. Subject to the supervision of the Trustees, and unless otherwise
provided herein the Adviser shall be responsible for the day to day
business activities of the Trust and shall perform all services
appropriate thereto, including: (i) providing for members of its
organization to serve without salaries as Trustees, officers, or
agents of the Trust; (ii) furnishing at its expense such office space
as may be necessary for the suitable conduct of the Trust's business
(other than pricing and bookkeeping) and all necessary light, heat,
telephone service, office equipment stationery, and stenographic,
clerical, mailing and messenger service in connection with such
office; (iii) on behalf of the Funds of the Trust, supervising
relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iv) preparing all
general shareholder communications, including shareholder reports; (v)
conducting shareholder relations; (vi) maintaining the Trust's
existence and its records; (vii) during such times as shares are
publicly offered, maintaining the registration and qualification of
the Trust's shares under federal and state law; and (viii)
investigating the development of management and shareholder services
(and, if appropriate, assisting in the development and implementation
of such services) designed to enhance the value or convenience of the
Funds of the Trust as investment vehicles.
B. The Adviser will make available to the Trust, promptly upon request,
the Trust's investment records and ledgers as are necessary to assist
the Trust to comply with requirements of the 1940 Act and the
Investment Advisers Act of 1940, as well as other applicable laws, and
will furnish to regulatory authorities having the requisite authority
any information or reports in connection with such services which may
be requested in order to ascertain whether the operations of the Trust
are being conducted in a manner consistent with applicable laws and
regulations. The Adviser shall also furnish such reports, evaluations,
information or analyses to the Trust as the Trustees may request from
time to time or as the Adviser may deem to be desirable. The Adviser
shall make recommendations to the Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the
Trustees. The Adviser shall, subject to review by the Trustees,
furnish such other services as the Adviser shall from time to time
determine to be necessary or useful to perform its obligations under
this Agreement. Should the Trust have occasion to call upon the
Adviser for services not herein contemplated or through the Adviser to
arrange for the services of others, the Adviser will act for the Trust
upon request to the best of its ability, the compensation for its
services to be agreed upon with respect to each such occasion as it
arises.
C. The Adviser will not furnish the Trust the following services under
this Agreement:
(i) determinations of the Trust's net assets and the net asset value
per share of its shares ("pricing");
(ii) maintenance of accounts, books and records as required by
Section 31(a) of the 1940 Act and the rules thereunder
("bookkeeping"); and
(iii) provision of custodian services, transfer agent services,
dividend disbursement and reinvestment services, shareholder
services, or shareholder recordkeeping services.
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4. Expenses of the Trust. It is understood that the Adviser will pay all of
its expenses and expenses of the Trust other than those expressly stated to
be payable by the Trust hereunder. The expenses payable by the Adviser
shall include, without limitation; i) fees and expenses associated with
pricing and bookkeeping; (ii) fees and expenses of its Trustees other than
those who are "interested persons" of the Trust or the Adviser; (v) legal
and audit expenses; (iii) custodian, registrar and transfer agent fees and
expenses; (iv) fees and expenses related to the registration and
qualification of the Trust and the Fund's shares for distribution under
state and federal securities laws; (v) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Funds; (vi)
all other expenses incidental to holding meetings of the Trust's
shareholders, including proxy solicitations therefor; [(vii) insurance
premiums for fidelity and other coverage;] (viii) its proportionate share
of association membership dues; (ix) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; and (x) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders. Expenses payable by the Trust include (i) taxes;
(ii) the fees and expenses of all Trustees of the Fund who are not
"interested persons" of the Fund or of the Adviser; (iii) brokerage fees
and commissions; (iv) interest expenses with respect to borrowings by the
Fund; and (v) such non-recurring and extraordinary expenses as may arise,
including actions, suits or proceedings to which the Fund is or is
threatened to be a party and the legal obligation that the Fund may have to
indemnify the Fund's Trustees and officers with respect thereto. It is
understood that service charges billed directly to shareholders of the
Fund, including charges for exchanges, redemptions, or other services,
shall not be payable by the Adviser, but may be received and retained by
the Adviser or its affiliates.
5. Compensation. As full compensation for the services furnished and expenses
borne by the Adviser herein, the Trust will pay a fee to the Adviser,
computed and paid monthly at an annual rate of the average daily net assets
of each Fund, as described in Schedule B which is attached hereto.
The fee computed with respect to the net assets of each Fund shall be paid
from the assets of such Fund. The average daily net assets of each Fund
shall be determined by taking an average of all of the determinations of
net asset value during each month at the close of business on each business
day during such month while this Agreement is in effect. The fee for each
month shall be payable within five (5) business days after the end of the
month.
In the event that expenses of any Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the
Fund are then qualified for offer and sale, the compensation due the
Adviser such period shall be reduced by the amount of such excess by a
reduction or refund thereof, subject to readjustment during the Fund's
fiscal year. In the event that the expenses with respect to any Fund should
exceed any expense limitation which the Adviser may, by written notice to
the Trust, voluntarily declare to be effective, subject to such terms and
conditions as the Adviser may prescribe in the notice, the compensation due
the Adviser shall be reduced, and, if necessary, the Adviser shall bear
expenses with respect to the Fund, to the extent required by the expense
limitation.
If the Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which
such period bears to a full month.
[In addition to the foregoing, the Trust will reimburse the Adviser for the
traveling and incidental expenses (other than the regular Worcester office
expenses described above) which may be incurred in connection with special
work performed at its request.]
[In the event that the a Fund participates in a master feeder arrangement
as provided for in Section 2E of this Agreement and an adviser receives
compensation for services rendered at the master portfolio level, the
Adviser will not be entitled to receive any compensation for that Fund,
until such Fund discontinues participation in a master feeder arrangement.]
6. Limitation of Liability. The Adviser shall be under no liability to the
Trust or its Shareholders or creditors for any matter or thing in
connection with the performance of any of the Adviser's services hereunder
or for any losses sustained or that may be sustained in the purchase, sale
or retention of any investment for the Funds of the Trust made by it in
good faith; provided, however, that nothing herein contained shall be
construed to protect the Adviser against any liability to the Trust by
reason of the Adviser's own willful
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misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder.
7. Amendment. This Agreement may be amended at any time by mutual consent of
the parties, provided that such amendment shall have been approved (i) by
vote of a majority of the outstanding voting securities of each Fund
affected by such amendment, and (ii) by vote of a majority of the Trustees
of the Trust who are not interested persons of the Adviser or any
Sub-Adviser or of the Trust, cast in person at a meeting called for the
purpose of voting on such approval.
8. Termination. This Agreement shall be effective as of the date executed, and
shall remain in full force and effect as to each Fund continuously
thereafter, until terminated as provided below.
A. Unless terminated as herein provided, this Agreement shall remain in
full force and effect through __________, 2006, and shall continue in
full force and effect for successive periods of one year thereafter,
but only so long as each such continuance is approved (i) by the
Trustees or by the affirmative vote of a majority of the outstanding
voting securities of a Fund, and (ii) by a vote of a majority of the
Trustees who are not interested persons of the Trust or of the Adviser
or of any Sub-Adviser, by vote cast in person at a meeting called for
the purpose of voting on such approval; provided, however, that if the
continuance of this Agreement is submitted to the shareholders of a
Fund for their approval and such shareholders fail to approve such
continuance of this Agreement as provided herein, the Adviser may
continue to serve hereunder in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
B. This Agreement may be terminated as to any Fund without the payment of
any penalty by vote of the Trustees or by vote of a majority of the
outstanding voting securities of such Fund at any annual or special
meeting or by the Adviser on sixty days' written notice.
C. This Agreement shall automatically terminate in the event of its
assignment.
9. Agreement and Declaration of Trust. A copy of the Trust's Agreement and
Declaration is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed
by the Trustees as Trustees and not individually, and that the obligations
of this instrument are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property
of the Trust.
10. Other Agreements, etc. It is understood that any of the shareholders,
Trustees, officers and employees of the Trust may be a shareholder,
partner, director, officer or employee of, or be otherwise interested in,
the Adviser, and in any person controlled by or under common control with
the Adviser, and that the Adviser and any person controlled by or under
common control with the Adviser may have an interest in the Trust. It is
also understood that the Adviser and persons controlled by or under common
control with the Adviser have and may have advisory, management service or
other contracts with other organizations and persons, and may have other
interests and businesses.
11. Miscellaneous. The Adviser, its directors, officers, and its employees
retain the right to engage in other business, and to render portfolio
management, investment advisory, or other services of any kind to any other
corporation, firm, individual, or association. Neither the Adviser nor any
officer, director, or shareholder of the Adviser shall act as principal or
receive any compensation in connection with the purchase or sale of
securities by or on behalf of the Trust other than the compensation
provided in this Agreement.
The Adviser is an independent contractor and not an agent of the Trust.
The Trust recognizes the Adviser's control of the names "Opus Investment
Trust" and "Opus Cash Reserves" and agrees that its right to use such names
is non-exclusive and can be terminated by the Adviser at any time. The use
of such names will be terminated automatically if at any time the Adviser
or affiliate of the Adviser ceases to be investment adviser for the Trust.
For the purposes of this Agreement, majority of the outstanding voting
securities of a Fund at any annual or special meeting shall mean a
concurring vote of (i) 67% or more of the shares of the Fund represented at
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such meeting, if more than 50% of the outstanding shares of the Fund are
represented in person or by proxy, or (ii) 50% of the outstanding shares of
the Fund, whichever is less.
For the purposes of this Agreement, the terms "interested person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the SEC under
said Act; the term "specifically approve at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder; and the term "brokerage and research services"
shall have the meaning given in the Securities Exchange Act of 1934 and the
rules and regulations thereunder.
Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission and the NASD) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
This Agreement shall be effective on the date executed. Executed this _____
day of________, 2004.
OPUS INVESTMENT MANAGEMENT, INC.
By:
------------------------------------ -------------------------------------
Witness
OPUS INVESTMENT TRUST
By:
------------------------------------ -------------------------------------
Witness
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SCHEDULE A
Fund Shares
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Opus Cash Reserves
SCHEDULE B
COMPENSATION
Effective as of ______, 2004
As full compensation for the services furnished and expenses borne by the
Adviser herein, the Trust will pay a fee to the Adviser, computed and paid
monthly at an annual rate of 0.22% of the average daily net assets of the Opus
Cash Reserves:
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