INDUSTRY LEADERS(R) FUND
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 25th day of October, 2006 between Claremont(R) Investment
Partners LLC ("Claremont" or the "Adviser") and Industry Leaders(R) Fund, a
Delaware business trust (the "Trust").
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), which currently offers one
series including three separate classes of shares. (A list of the Trust's
current series and classes is attached hereto as Exhibit A.); and
WHEREAS, the Trust desires to retain the Adviser to act as its investment
manager for each series of the Trust authorized now or in the future subject to
the terms and conditions of this Management Agreement (this "Agreement");
NOW THEREFORE, in consideration of the promised and covenants set forth herein
and intending to be legally bound hereby, it is agreed between the parties as
follows:
SECTION 1. Investment Management Services.
The Adviser shall use its staff and other facilities to conduct and maintain a
continuous review of each series' portfolio of securities and investments, and
shall advise and assist each series of the Trust with respect to the selection,
acquisition, holding and disposal of securities and investments. In so doing,
the Adviser shall be guided by the investment objectives and policies of each
series delineated and limited in documents filed with the U.S. Securities and
Exchange Commission (the "Commission"), by policies adopted by the Board of
Trustees of the Trust (the "Board") and by the provisions of the 1940 Act and
the rules thereunder, so that at all times the Trust shall be in compliance with
its policies and the provisions of the 1940 Act. The Trust agrees to supply the
Adviser with copies of all such documents and to notify the Adviser of any
changes in its investment objectives, policies and restrictions.
In rendering services to the Trust pursuant to this Agreement, the Adviser may
employ, retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Adviser and/or the
Trust with such statistical and other factual information, such advice regarding
economic factors and trends, such advice as to occasional transactions in
specific securities, or such other information, advice or assistance as the
Adviser may deem necessary, appropriate or convenient for the discharge of its
obligations under this Agreement or otherwise helpful to the Trust or in the
discharge of its overall responsibilities with respect to the other accounts for
which the Adviser or the Adviser's affiliates serve as investment manager.
The Adviser and any person performing executive, administrative or trading
functions for the Trust, whose services were made available to the Trust by the
Adviser, are specifically authorized to allocate brokerage and principal
business to firms that provide such services or facilities or to cause the Trust
to pay a member of a securities exchange or any other securities broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another member of an exchange or broker or dealer
would have charged for effecting that transaction if the Adviser or such person
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services (as such services
are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "1934 Act")) provided by such member, broker or dealer, viewed in terms of
either that particular transaction or the Adviser or such entity's over-all
responsibilities with respect to the accounts as to which the Adviser or such
entity exercise investment discretion.
The Adviser shall maintain a record of all the investments and securities which
comprise the portfolios of each series of the Trust and shall furnish to the
Board, at its regularly scheduled meetings and at such other times as the Board
may reasonably request, a resume of the portfolios and report on all matters
pertaining to the Adviser's services as investment manager. In addition, the
Adviser shall furnish the Trust with such statistical information related to the
investments of the Trust that is reasonably available to the Adviser as the
Board shall reasonably request.
SECTION 2. Intellectual Property Rights
The Trust acknowledges that any and all intellectual property rights associated
with the names "Industry Leaders(R) Fund", "Industry Leaders(R) Portfolio
Strategy", "Industry Leaders(R) Index" and "Industry Leaders(R) Strategy Model"
and any and all copyrights, trademarks, and trade names associated therewith
(collectively, the "Marks") belong exclusively to the Adviser. The Adviser
hereby grant to the Trust a limited-use exclusive license with respect to the
right of usage of the Marks for purposes of activities related to operating and
marketing an open-end mutual fund registered with the Commission under the 1940
Act. Such right is irrevocable during the term of this Agreement, but exclusive
to the Trust only to the extent of the foregoing grant. The Trust agrees to
comply with limitations on the use of the Marks in accordance with the 1940 Act
and/or the regulations of the National Association of Securities Dealers, and
the Trust shall further undertake to use reasonable efforts to ensure that Trust
personnel, its distributors, service providers and its other representatives do
the same. The Trust shall have the right to reproduce the Marks on documents
filed with the Commission and any other Trust communications, including, but not
limited to, prospectuses, business cards, letterhead stationery, and Trust
marketing materials. The Trust shall not use the Marks in a disparaging manner.
The Trust shall not take any action which is inconsistent with the Adviser's
ownership of the Marks. The Trust agrees to include correct trademark, trade
name, copyright, trade secret and patent notices for the Marks on all materials
and equipment where appropriate. The Trust shall not remove, alter, cover,
obfuscate or otherwise deface any Xxxx on any promotional or advertising
material used in conjunction with operation of the Trust. In addition, The Trust
acknowledges and agrees that the Adviser has reserved the right to use the Marks
in its own business activities and/or grant the use of the Marks to, and to
withdraw such right from, any other business or other enterprise, except within
the scope of the limited-use exclusive right set forth above, and that the
Adviser further reserves the right to withdraw from the Trust the right to use
said Marks and will withdraw such right if the Trust ceases to employ, for any
reason, the Adviser, an affiliate or any successor as adviser of the Trust. In
the event this Agreement is terminated: (a) by the Adviser; or (b) by the Trust
for Cause (as defined below), then the Trust shall continue to have the right to
use the Marks for a period of six (6) months from the effective date of such
termination. In the event this Agreement is terminated by the Trust without
Cause, then the Trust's right to use the Marks shall cease sixty (60) days from
the effective date of such termination. For purposes of the foregoing, "Cause"
shall mean a finding by the Board, based upon reasonable evidence, that the
Adviser has: (i) intentionally or repeatedly failed to perform the duties set
forth in this Agreement, (ii) engaged in dishonest or willful misconduct in the
performance of such duties or (iii) willfully violated any law, rule or
regulation promulgated by a government entity or agency which either singly or
in the aggregate would have a materially adverse effect on the Trust.
SECTION 3. Multiple Capacities.
Nothing in this Agreement shall be deemed to prohibit the Adviser or the
Adviser's affiliates from acting, and being separately compensated for acting,
in one or more capacities on behalf of the Trust. The Trust understands that the
Adviser and the Adviser's affiliates may, in the future, act as investment
manager or in other capacities on behalf of other investment companies and
customers. While information and recommendations the Adviser supplies to the
Trust shall in the Adviser's judgment be appropriate under the circumstances and
in light of the investment objectives and policies of the Trust, they may be
different from the information and recommendations the Adviser supplies to other
investment companies and customers. The Adviser shall give the Trust equitable
treatment under the circumstances in supplying information, recommendations and
any other services requested of the Adviser, but the Adviser shall not be
required to give preferential treatment to the Trust as compared with the
treatment given to any other investment company or customer. Whenever the
Adviser shall act in multiple capacities on behalf of the Trust, the Adviser
shall maintain the appropriate separate accounts and records for each such
capacity.
SECTION 4. Compensation for Services.
Each class of Shares of the Trust will pay to the Adviser a management fee at
the annualized rate set forth on Exhibit A attached hereto (the "Management Fee
Rate"). The amount payable to the Adviser shall be calculated each calendar day
as the product of 1/365th (except during leap years, which shall be calculated
as 1/366th) of the Management Fee Rate multiplied by the respective class
average daily Net Asset Value from the immediately preceding business day (each,
a "Daily Calculated Fee"). The aggregate of the Daily Calculated Fees shall be
payable to the Adviser in arrears on the first business day of each month with
respect to the preceding month (collectively, the "Management Fee").
SECTION 5. Payment of Expenses.
The Adviser shall assume and pay all of the Adviser's own costs and expenses
under this Agreement.
SECTION 6. Liability of the Investment Manager, Etc.
The Adviser shall be liable for its own acts and omissions caused by the
Adviser's willful misfeasance, bad faith or gross negligence in the performance
of the Adviser's duties or by the Adviser's reckless disregard of the Adviser's
obligations under this Agreement, and nothing in this Agreement shall protect
the Adviser against any such liability to the Trust or its security holders. The
Adviser shall not be liable for the acts and omissions of any agent employed by
the Adviser, nor for those of any bank, trust company, broker or other person
with whom, or into whose hands, any monies, shares of the Trust or securities
and investments may be deposited or come, pursuant to the provisions of this
Agreement. The Adviser shall not be liable for any defect in title of any
property acquired, nor for any loss unless it shall occur through the Adviser's
own willful default. Subject to the first sentence of this section, the Adviser
shall not be liable for any action taken or omitted on advice, obtained in good
faith, of counsel, provided such counsel is satisfactory to the Trust.
SECTION7. Termination of Agreement.
This Agreement may be terminated at any time, without the payment of any
penalty, upon 60 days' written notice by the terminating party to the other
party, by the Adviser or by the Trust, acting pursuant to a resolution adopted
by its Board or by a vote of shareholders in accordance with the requirements of
the 1940 Act. This Agreement shall automatically terminate in the event of its
assignment. Termination shall not affect rights of the parties which have
accrued prior thereto.
SECTION 8. Duration of Agreement.
Unless sooner terminated, this Agreement shall continue in effect for two years.
The renewal and continuation of this Agreement shall be specifically subject to
approval in accordance with the requirements of the 1940 Act by a majority of
the Trustees, including a majority of the Trustees who are not "interested
persons" of the Adviser or of the Trust, cast in person at a meeting
specifically called for the purpose of voting on such approval.
SECTION 9. Definitions.
The terms "assignment" and "interested person" when used in this Agreement shall
have the meanings given such terms in the 1940 Act and the rules and regulations
thereunder.
SECTION 10. Obligation of the Trust.
The Trust's Declaration of Trust is on file with the Secretary of the State of
Delaware and notice is hereby given that this Agreement is made and executed on
behalf of the Trust, and not by the Trustees or officers of the Trust
individually, and the obligations of or arising out of this Agreement are not
binding upon the Trustees, officers or shareholders of the Trust individually
but are binding only upon the assets and property of one or more classes or
series of the Trust.
SECTION 11. Concerning Applicable Provisions of Law, etc.
This Agreement shall be subject to all applicable provisions of law, including,
without limitation, the applicable provisions of the 1940 Act, and to the extent
that any provisions in this Agreement conflict with any such applicable
provisions of law, the latter shall control.
SECTION 12. Counterparts.
This Agreement may be executed by any one or more of the parties in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
SECTION 13. Effective Date.
This Agreement is effective upon such date on or after its initial approval in
accordance with the 1940 Act as may be agreed upon by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.
Attest: Claremont(R) Investment Partners LLC
By: _____________________Date:__________
Attest: Industry Leaders(R) Fund
By: _____________________Date:__________
EXHIBIT A
Share Class Fee
-------------------
D 0.45% of average daily net assets
I 0.45% of average daily net assets
L 0.45% of average daily net assets
