EXHIBIT 77Q1(e)
SUB-ADVISORY AGREEMENT
BETWEEN
ACTIVA ASSET MANAGEMENT LLC
AND
BLACKROCK ADVISORS, INC.
AGREEMENT effective the 31st day of January 2005 between ACTIVA ASSET
MANAGEMENT LLC, a Michigan LLC having its principal place of business in Grand
Rapids, Michigan (hereinafter called "AAM"), and BlackRock Advisors, Inc.
(hereinafter called "Sub-adviser"), having its principal place of business in
Wilmington, Delaware;
WHEREAS, AAM is the investment adviser to Activa Growth Fund (the "Fund"),
a series of Activa Fund Trust (the "Trust"), a Delaware business trust, an
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter called "1940 Act"),; and
WHEREAS, AAM wishes to retain Sub-adviser to furnish the Fund with
investment advice and Sub-adviser is willing to furnish such services to AAM.
WITNESSETH:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by the parties hereto as follows:
1. AAM hereby employs Sub-adviser to furnish investment advice and manage
on a regular basis the investment portfolio of the Fund, subject always to the
direction of AAM, the Board of Trustees of the Trust (the "Trustees"), and to
the provisions of the Fund's current Prospectus and Statement of Additional
Information, copies of which have been provided to Sub-adviser. Sub-adviser
shall provide administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the management of the Fund's portfolio of
investments (excluding determination of net asset value and shareholder
accounting services). Sub-adviser shall advise and assist AAM and the officers
of the Trust in taking such steps as are necessary or appropriate to carry out
the decisions of the Trustees, in regard to the foregoing matters and the
supervision of the Fund's investment portfolio.
Sub-adviser will, from time to time, discuss with AAM and the Fund economic
and investment developments which may affect the Fund's portfolio and furnish
such
information as Sub-adviser may believe appropriate for this purpose. Sub-adviser
will maintain such statistical and analytical information with respect to the
Fund's portfolio securities as Sub-adviser may believe appropriate and shall
make such material available for inspection by AAM as may be reasonable from
time to time.
Except when otherwise specifically directed by the Trust or AAM,
Sub-adviser will make investment decisions on behalf of the Fund and place all
orders for the purchase or sale of portfolio securities for the Fund's account.
Sub-adviser agrees that upon request from time to time one of its
representatives will attend as mutually agreed upon meetings of the Trustees or
beneficial shareholders of the Trust in order to make reports on investment
strategy and results. Sub-adviser accepts such employment and agrees at its own
expense to render the services and to assume the obligations herein set forth
for the compensation herein provided. Sub-adviser shall, for all purposes herein
provided, be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent AAM, the Trust, or the Fund in any way or otherwise be deemed an agent
of AAM or the Trust. Sub-adviser and its affiliates shall be free to render
similar services or other services to others. Likewise, AAM shall be free to
utilize other persons to perform similar or unrelated services.
2. For the services to be rendered by Sub-adviser, as provided herein, AAM
shall pay to Sub-adviser a fee, payable quarterly, at the annual rate of .50 of
1% of the average of the daily aggregate net asset value of the Fund on the
first $25,000,000 of assets; .45 of 1% on the next $25,000,000; and .40 of 1% on
assets in excess of $50,000,000. The Fund's assets shall be determined as of the
close of each business day throughout the quarter. For the month and year in
which the agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the agreement is
in effect during the month and year, respectively.
3. Sub-adviser shall not be liable for any error of judgment or of law, or
for any loss suffered by the Trust or the Fund in connection with the matters to
which this agreement relates, except loss resulting from willful misfeasance,
bad faith or gross negligence on the part of Sub-adviser in the performance of
its obligations and duties, or by reason of its reckless disregard of its
obligations and duties under this agreement. Sub-adviser shall not be liable for
any action undertaken at AAM's direction.
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4. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Sub-adviser hereby agrees that all records which it maintains for the Trust, as
specifically agreed upon by Sub-adviser and AAM, are the property of the Trust
and further agrees to surrender promptly to the Trust any of such records upon
the Trust's request. Sub-adviser further agrees to preserve such records for the
periods prescribed by Rule 31a-2 under the 1940 Act and to make such records
available as requested by regulatory agencies for inspection.
5. This agreement shall become effective upon execution and shall remain in
force for two years, unless sooner terminated as hereinafter provided and shall
continue in force from year to year thereafter, but only so long as such
continuance is specifically approved, at least annually, by a majority of the
Trustees, including a majority of the Trustees who are not parties to the
agreement or interested persons of any such party (other than as Trustees of the
Trust) or by a vote of a majority of the Trust's outstanding shares, but in
either case by the disinterested Trustees, in the manner required by the 1940
Act.
This agreement may be terminated by AAM or by Sub-adviser at any time
without the payment of any penalty on sixty (60) day's written notice to the
other party, and may also be terminated at any time without payment of any
penalty by vote of the Trustees or by vote of the holders of a majority of the
outstanding shares of the Fund on sixty (60) days' written notice to the other
parties hereto.
Termination of this agreement shall not affect the right of Sub-adviser to
receive payments on any unpaid balance of the compensation described in Section
2 earned prior to such termination.
If any provision of this agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
This agreement shall automatically terminate in the event of its
assignment. The term "assignment" for this purpose has the meaning defined in
Section 2(a)4 of the 1940 Act.
6. Neither the Trust nor AAM shall, without the prior written consent of
the Sub-adviser, make representations regarding or reference to the Sub-adviser
or any affiliates in any disclosure document, advertisement, sales literature or
other promotional materials.
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7. A copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of State of The Commonwealth of Delaware and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Fund as
Trustees and not individually and that the obligations of or arising out 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 Fund.
8. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other parties at such address as
such other parties may designate for the receipt of such notices.
IN WITNESS WHEREOF, AAM and Sub-adviser have caused this agreement to be
signed, as of the day and year first above written.
ACTIVA ASSET MANAGEMENT LLC
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
President
BLACKROCK ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxxxxx
President
This Agreement is hereby accepted and approved as of this day and year
first above written.
ACTIVA MUTUAL FUND TRUST
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx
President
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