Exhibit (d)(i) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
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, as amended ("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 and its
affiliates, as well as that corporation and that corporation's affiliates
themselves).
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and if to the Adviser
at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Mail Code 001061, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: CB
Capital Management, Inc.
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.
16. NONPUBLIC PERSONAL INFORMATION. Adviser agrees to maintain the security
and confidentiality of nonpublic personal information (NPI") of Fund customers
and consumers, as those terms are defined in ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ Part 248.
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 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 as of the day and year first written above.
GOLDEN OAK(R) FAMILY OF FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
CB CAPITAL MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President & Treasurer
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
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
.34% on assets over $100 million
