Exhibit (d)(i) under Form N-1A
Exhibit 10 under Item 601/Reg SK
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of June, 2002, by and between Golden Oak(R)
Family of Funds, a Delaware business trust (the "Trust"), and CB Capital
Management, Inc., a Michigan corporation (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940 ("1940 Act"),
consisting of several series of shares, each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to current and future portfolios of the Trust
as the Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser
is willing to render such services.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment advisor to the Trust's Portfolios for the period and on the terms
set forth in this Agreement. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to provide
the Trust or its agents with records concerning the Adviser's activities which
the Trust is required to maintain, and to render regular reports to the Trust,
its agents and to the Trust's Officers and Trustees concerning the Adviser's
discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to the
control of the Board of Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Portfolio set
forth in the Trust's prospectus and statement of additional information as
amended from time to time, and applicable laws and regulations.
The Adviser accepts such employment and agrees to render the services and
at its own expense to provide the office space, furnishings and equipment and
the personnel required by it to perform the services on the terms and for the
compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Portfolios and is directed to use its best efforts to obtain
the best net results as described in the Trust's prospectus and statement of
additional information from time to time. The Adviser will promptly
communicate to the Trust or its agents and to the officers and the Trustees of
the Trust such information relating to portfolio transactions as they may
reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in breach
of any obligation owing to the Trust under this Agreement, or otherwise, solely
by reason of its having directed a securities transaction on behalf of the
Trust to a broker-dealer in compliance with the provisions of Section 28(e) of
the Securities Exchange Act of 1934.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall
pay to the Adviser compensation at the rate specified in the Schedule(s) which
are attached hereto and made a part of this Agreement. Such compensation shall
be paid to the Adviser at the end of each month, and calculated by applying a
daily rate, based on the annual percentage rates as specified in the attached
Schedule(s), to the assets. The fee shall be based on the average daily net
assets for the month involved. In the event of termination of this Agreement,
the fee provided in this Section shall be computed on the basis of the period
ending on the last business day on which this Agreement is in effect.
All rights of compensation under this Agreement for services performed as
of the termination date shall survive the termination of this Agreement.
4. OTHER EXPENSES. The Adviser shall pay all expenses of preparing
(including typesetting), printing and mailing reports, prospectuses, statements
of additional information, and sales literature to prospective clients of the
Fund to the extent these expenses are not borne by the Trust under a
distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
5. REPORTS. The Trust and the Adviser agree to furnish to each
other, if applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such other
information with regard to their affairs as each may reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. The Adviser shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided or authorized, have no authority to act for
or represent the Trust in any way or otherwise be deemed an agent of the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust on request, provided, however, that the Adviser shall retain a copy of
such records.
8. LIMITATION OF LIABILITY OF ADVISER. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The Adviser
shall not be liable to the Trust or any shareholder of the Trust or to any
other person for any error of judgment or mistake of law or any other act or
omission in the course of, or connected with, rendering services hereunder
including, without limitation, for any loss arising out of any purchase,
holding, redemption, exchange or sale of any security or the failure to do any
of the foregoing on behalf of any Portfolio of the Trust, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part
of the Adviser in the performance of its duties, or by reason of reckless
disregard by the Adviser of its obligations and duties hereunder, except as may
otherwise be provided under provisions of applicable state law which cannot be
waived or modified hereby. (As used in this Paragraph 8, the term "Adviser"
shall include directors, officers, employees and other corporate agents of the
Adviser as well as that corporation itself).
9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, shareholders or otherwise; and the Adviser
(or any successor) is or may be interested in the Trust as a shareholder or
otherwise. The effect and limitations of any such inter- relationships shall
be governed by the provisions of the 1940 Act. In addition, brokerage
transactions for the Trust may be effected through affiliates of the Adviser if
approved by the Board of Trustees, subject to the rules and regulations of the
Securities and Exchange Commission.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such continuance
thereafter is specifically approved at least annually (a) by the vote of a
majority of those Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Trustees of the Trust or
by vote of a majority of the outstanding voting securities of each Portfolio;
provided, however, that if the shareholders of any Portfolio fail to approve
the Agreement as provided herein, the Adviser may continue to serve hereunder
in the manner and to the extent permitted by the 1940 Act and rules and
regulations thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time, without
the payment of any penalty by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Portfolio
on not less than 30 days nor more than 60 days written notice to the Adviser,
or by the Adviser at any time without the payment of any penalty, on 90 days
written notice to the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed postpaid, to the
other party at any office of such party.
As used in this Section 10, the terms "assignment", "interested persons",
and a "vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the Investment Company Act of 1940 and the
rules and regulations thereunder; subject to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
11. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party
giving notice: if to the Trust, at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000, and if to the Adviser at 000 X. Xxxxxxx Xxxxxx, Xxxxx, XX 00000,
Attention: Legal Department.
12. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
13. AMENDMENT OF AGREEMENT. The terms or provisions of this Agreement
may be amended, modified or waived in writing if such amendment, modification
or waiver is approved by the affirmative vote or action by written consent of
the Board of Trustees of the Trust and by the Adviser in accordance with the
1940 Act; provided, that an amendment, modification or waiver shall also be
approved by the shareholders of the Trust if shareholder approval is required
by the 1940 Act and the rules and regulations thereunder.
14. APPLICABLE LAW. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Pennsylvania and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Pennsylvania, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
15. COUNTERPARTS. 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.
A copy of the Trust's Certificate of Trust and/or Agreement and
Declaration of Trust is on file with the Trust's registered office and resident
agent in Delaware and/or the Secretary of the State of the State of Delaware,
and notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees, and are not binding upon any of the
Trustees, officers, or shareholders of the Trust individually but binding only
upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
GOLDEN OAK(R) FAMILY OF FUNDS
By:
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Name:
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Title:
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CB CAPITAL MANAGEMENT, INC.
By:
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Name:
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Title:
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
Golden Oak(R) Family of Funds
and
CB Capital Management, Inc.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an
annual
rate as follows:
Portfolio Fee (as percentage of average daily net
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assets)
Golden Oak(R)Growth Portfolio .34%
Golden Oak(R)Intermediate-Term Income Portfolio .50%
Golden Oak(R)International Equity Portfolio .30%
Golden Oak(R)Michigan Tax Free Bond Portfolio .50%
Golden Oak(R)Prime Obligation Money Market Portfolio .225% on first $500
million
.28% on assets over $500 million
Golden Oak(R)Small Cap Value Portfolio .34%
Golden Oak(R)Value Portfolio .29% on first $50 million
.39% on next $50 million
.30% on assets over $100 million
