INVESTMENT SUB-ADVISORY AGREEMENT
This INVESTMENT SUB-ADVISORY AGREEMENT (this "Agreement"), dated as
of the 15th day of November, 2002, is between Equity Analysts, Inc., an Ohio
corporation (the "Adviser"), and RiverPoint Capital Management, Inc., an Ohio
corporation (the "Sub-Adviser").
W I T N E S S E T H:
WHEREAS, the Adviser acts as the investment adviser to Analysts
Investment Trust, an Ohio business trust (the "Trust"), pursuant to Management
Agreements dated September 28, 2001 (the "Management Agreements");
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Sub-Adviser first rendered investment advisory services
to the Funds (as hereinafter defined) pursuant to an Investment Sub-Advisory
Agreement dated as of September 28, 2001 (the "Initial Agreement");
WHEREAS, the Sub-Advisor, is currently rendering investment advisory
services to the Funds pursuant to an Interim Investment Sub-Advisory Agreement
dated as of July 26, 2002; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render
investment advisory services to the Funds, and the Sub-Adviser is willing to
render such services; and
NOW THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
Section 1. APPOINTMENT AND STATUS OF SUB-ADVISER. The Adviser hereby
appoints the Sub-Adviser to provide investment advisory service to each series
of shares of beneficial interest of the Trust set forth on an executed Addendum
to this Agreement (the "Funds" and each a "Fund"), for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor of the Adviser and the Trust and shall, unless otherwise
expressly provided herein or authorized by the Adviser or the Board of Trustees
of the Trust from time to time, have no authority to act for or represent the
Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser
or the Trust.
Section 2. SUB-ADVISER'S DUTIES. Subject to the general supervision
of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser
shall, employing its discretion, manage the investment operations of each Fund
and the composition of the portfolio of securities and investments (including
cash) belonging to each Fund, including the purchase, retention and disposition
thereof and the execution of agreements relating thereto, in accordance with the
Fund's investment objective, policies and restrictions as stated in the Trust's
then-current Prospectus and Statement of Additional Information (together, the
"Prospectus") and subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment program for
each Fund and determine from time to time what investments or securities will be
purchased, retained or sold by each Fund and what portion of the assets
belonging to each Fund will be invested or held uninvested as cash;
(b) The Sub-Adviser shall use its best judgment in the performance of
its duties under this Agreement;
(c) The Sub-Adviser, in the performance of its duties and obligations
under this Agreement for each Fund, shall act in conformity with the Trust's
Declaration of Trust, its By-Laws and its Prospectus and with the instructions
and directions of the Trust's Board of Trustees and the Adviser and will conform
to and comply with the requirements of the 1940 Act and all other applicable
federal and state laws and regulations;
(d) The Sub-Adviser shall determine the securities to be purchased or
sold by each Fund and will effect portfolio transactions pursuant to its
determinations either directly with the issuer or with any broker and/or dealer
in such securities, subject to Section 3 below;
(e) The Sub-Adviser shall maintain books and records with respect to
the securities transactions of each Fund and shall render to the Adviser and the
Trust's Board of Trustees such periodic and special reports as the Adviser or
the Board may request; and
(f) The Sub-Adviser shall provide the Trust's custodian with such
information relating to the Trust as may be required under the terms of the
then-current custody agreement between the Trust and the custodian.
Section 3. EXECUTION OF PURCHASE AND SALE ORDERS. In connection with
the purchases or sales of portfolio securities for the account of a Fund, the
Sub-Adviser will arrange for the placing of all orders for the purchase and sale
of portfolio securities for the account with brokers or dealers selected by you,
subject to review of this selection by the Board from time to time. The
Sub-Adviser will be responsible for the negotiation and the allocation of
principal business and portfolio brokerage. In the selection of such brokers or
dealers and placing of such orders, the Sub-Adviser will at all times seek for
each Fund the best qualitative execution, taking into account such factors as
price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker
or dealer and the brokerage and research services provided by the broker or
dealer.
The Sub-Adviser should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received. In seeking best
qualitative execution, the Sub-Adviser is authorized to select brokers or
dealers who also provide brokerage and research services to the Funds and/or the
other accounts over which it exercises investment discretion. The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a Fund portfolio transaction which is in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines in good faith that
the amount of the commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker or dealer. The
determination may be viewed in terms of either a particular transaction or the
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Sub-Adviser's overall responsibilities with respect to the Funds and to accounts
over which the Sub-Adviser exercises investment direction. The Funds and the
Sub-Adviser understand and acknowledge that, although the information may be
useful to the Funds and the Sub-Adviser, it is not possible to place a dollar
value on such information. The Board shall periodically review the commissions
paid by the Funds to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Fund.
Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking best qualitative
execution as described above, the Sub-Adviser may give consideration to sales of
shares of the Funds as a factor in the selection of brokers and dealers to
execute Fund portfolio transactions.
Subject to the provisions of the 1940 Act, and other applicable law,
the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may
retain compensation in connection with effecting the Funds' portfolio
transactions, including transactions effected through others. If any occasion
should arise in which the Sub-Adviser gives any advice to clients of the
Sub-Adviser concerning the shares of any Fund, the Sub-Adviser will act solely
as investment counsel for such client and not in any way on behalf of the Fund.
The Sub-Adviser's services to the Funds pursuant to this Agreement are not to be
deemed to be exclusive and it is understood that the Sub-Adviser may render
investment advice, management and other services to others, including other
registered investment companies.
Section 4. BOOKS AND RECORDS. The Sub-Adviser shall keep the Trust's
books and records required to be maintained by it pursuant to Section 2(e) of
this Agreement. The Sub-Adviser agrees that all records which it maintains for
the Trust are the property of the Trust and it will promptly surrender any of
such records to the Trust upon the Trust's request. The Sub-Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any such records as are required to be maintained by the Sub-Adviser with
respect to the Trust by Rule 31a-1 under the 1940 Act.
Section 5. EXPENSES OF THE SUB-ADVISER. During the term of this
Agreement, the Sub-Adviser will pay all expenses (including without limitation
the compensation of all trustees or officers of the Trust who are "interested
persons" of the Sub-Adviser, as defined in the 0000 Xxx) incurred by it in
connection with its activities under this Agreement other than the cost of
securities and investments purchased for each Fund (including taxes and
brokerage commissions, if any).
Section 6. COMPENSATION OF THE SUB-ADVISER. For the services provided
and the expenses borne pursuant to this Agreement, the Adviser will pay to the
Sub-Adviser as full compensation therefore a fee with respect to each Fund at an
annual rate as set forth on the Addendum executed with respect to such Fund and
attached hereto. For purposes of determining the fee payable hereunder, the net
asset value of each Fund shall be calculated in the manner specified in the
Trust's Prospectus.
Section 7. USE OF NAME. The Trust, and Sub-Adviser acknowledge that
all rights to the name "Analysts" belong to the Adviser, and that the Trust is
being granted a limited license to use such words in its Fund name or in any
class name. In the event the Adviser ceases to be the Adviser, the Trust's right
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to the use of the name "Analysts" shall automatically cease on the ninetieth day
following the termination of this Agreement. The right to the name may also be
withdrawn by the Adviser during the term of the Management Agreement upon ninety
(90) days' written notice by the Adviser to the Trust. Nothing contained herein
shall impair or diminish in any respect the Adviser's right to use the name
"Analysts" in the name of, or in connection with, any other business enterprises
with which the Adviser is or may become associated. There is no charge to the
Trust for the right to use these names.
Section 8. LIABILITY OF THE SUB-ADVISER. Neither Sub-Adviser nor its
shareholders, members, officers, directors, employees, agents, control persons
or affiliates of any thereof, shall be liable for any error of judgment or
mistake of law or for any loss suffered by any Fund in connection with the
matters to which this Agreement relates except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Any person, even though also a director, officer, employee,
shareholder, member or agent of Sub-Adviser, who may be or become an officer,
director, trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting on any business of the Trust (other
than services or business in connection with Sub-Adviser's duties hereunder), to
be rendering such services to or acting solely for the Trust and not as a
director, officer, employee, shareholder, member or agent of Sub-Adviser, or one
under Sub-Adviser's control or direction, even though paid by Sub-Adviser.
Section 9. DURATION AND TERMINATION. The term of this Agreement shall
begin on the date of this Agreement for each Fund as to which an Addendum hereto
has been executed on the date of this Agreement and shall continue in effect
with respect to each such Fund for a period of two years from the date of this
Agreement. This Agreement shall continue in effect from year to year thereafter
with respect to each Fund, subject to termination as hereinafter provided, if
such continuance is approved at least annually by (a) a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of such Fund or by
vote of the Trust's Board of Trustees, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval. If a Fund
is added pursuant to an Addendum executed after the date of this Agreement, as
described above, this Agreement shall become effective with respect to that Fund
upon execution of the applicable Addendum and shall continue in effect until the
next annual continuance of this Agreement and from year to year thereafter,
subject to approval as described above. This Agreement may be terminated by the
Adviser or the Trust with respect to any Fund at any time, without the payment
of any penalty, by the Adviser with the consent of the Trust's Board of
Trustees, by the Trust's Board of Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of such Fund, in any
such case on 30 days' written notice to the Sub-Adviser, or by the Sub-Adviser
at any time, without the payment of any penalty, on 90 days' written notice to
the Adviser and the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment (as defined in the 1940 Act).
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Section 10. AMENDMENT. This Agreement may be amended by mutual
consent of the Adviser, the Sub-Adviser and the Trust, but the consent of the
Trust must be approved (a) by vote of a majority of those Trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, and (b) if required under then current
interpretation of the 1940 Act by the Securities and Exchange Commission, by
vote of a majority of the outstanding voting securities (as defined in the 0000
Xxx) of each Fund affected by such amendment.
Section 11. NOTICES. Notices of any kind are to be given in writing
and shall be duly given if mailed or delivered to the Sub-Adviser at 000 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxxxxx, Xxxx 00000, and to the Adviser at 0000
Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000, or at such other address or to such
other individual as shall be specified by the party to be given notice.
Section 12. GOVERNING LAW. (a) This Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio, without regard
to the conflicts of laws principles thereof, and (b) any question of
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act, shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or in the absence of
any controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission issued pursuant to said 1940 Act. In
addition, where the effect of a requirement of the Act, reflected in any
provision of this Agreement is revised by rule, regulation or order of the
Securities and Exchange Commission, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
Section 13. SEVERABILITY. In the event of any provision of this
Agreement is determined to be void or unenforceable, such determination shall
not affect the remainder of this Agreement, which shall continue to be in force.
Section 14. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 15. BINDING EFFECT. Each of the undersigned expressly
warrants and represents that he has the full power and authority to sign this
Agreement on behalf of the party indicated, and that his signature will operate
to bind the party indicated to the foregoing terms.
Section 16. CAPTIONS. The captions to this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereto or otherwise affect their construction or effect.
Section 17. CHANGE OF CONTROL. Sub-Adviser undertakes to notify
Adviser and the Trust in writing sufficiently in advance of any change of
control; as defined in Section 2(a)(9) of the 1940 Act, and will enable the
Trust to consider whether an assignment, as defined in Section 2(a)(4) of the
1940 Act, would occur.
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Section 18. OTHER BUSINESS. Except as set forth above, nothing in
this Agreement shall limit or restrict the right of any of the Sub-Adviser's
directors, officers or employees who may also be a trustee, officer or employee
of the Trust to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any business, whether of
a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser's right
to engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the date and year first above
written.
EQUITY ANALYSTS, INC. RIVERPOINT CAPITAL MANAGEMENT, INC.
By: /S By: /S/
-------------------------- -----------------------------------------
Name: XXXXXXX X. XXXXXX Name: P. XXXXXX X'XXXXXXXX
------------------------ ----------------------------------
Title: PRESIDENT Title: MANAGING DIRECTOR
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ADDENDUM A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
For all services rendered by the Sub-Adviser hereunder with respect
to the below-named Funds, the Adviser shall pay to the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation for all services rendered
hereunder, an annual fee with respect to each Fund equal to the percentage of
the average daily net assets of the Fund set forth opposite its name below:
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STOCK FUND: 0.50% of the average daily net assets of the Fund. However, with respect to the
amount of assets in the Stock Fund on the effective date of the Initial Agreement
(the "Initial Assets"), the sub-advisory fee shall be 0.20% of the average daily
net assets during the first full year following the effective date of the Initial
Agreement. The sub-advisory fee on the Initial Assets shall increase to 0.35%
after the first full year following the effective date of the Initial Agreement,
and shall increase to 0.50% after the second full year following the effective
date of the Initial Agreement, in each case provided the Fund's assets at the
time of the scheduled increase are at least 80% of the Initial Assets.
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AGGRESSIVE STOCK FUND: 0.65% of the average daily net assets of the Fund. However, with respect to the
amount of assets in the Aggressive Stock Fund on the effective date of the
Initial Agreement (the "Initial Assets"), the sub-advisory fee shall be 0.25% of
average daily net assets during the first full year following the effective date
of the Initial Agreement. The sub-advisory fee on the Initial Assets shall
increase to 0.45% after the first full year following the effective date of the
Initial Agreement, and shall increase to 0.65% after the second full year
following the effective date of the Initial Agreement, in each case provided the
Fund's assets at the time of the scheduled increase are at least 80% of the
Initial Assets.
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FIXED INCOME FUND: 0.35% of the average daily net assets of the Fund. However, with respect to the
amount of assets in the Fixed Income Fund on the effective date following the
effective date of the Initial Agreement (the "Initial Assets"), the sub-advisory
fee shall be 0.15% of average daily net assets during the first full year
following the effective date of the Initial Agreement. The sub-advisory fee on
the Initial Assets shall increase to 0.25% after the first full year following
the effective date of the Initial Agreement, and shall increase to 0.35% after
the second full year following the effective date of the Initial Agreement, in
each case provided the Fund's assets at the time of the scheduled increase are at
least 80% of the Initial Assets.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to
be executed by their officers designated below as of the date set forth below.
EQUITY ANALYSTS, INC. RIVERPOINT CAPITAL MANAGEMENT, INC.
By: /S By: /S/
---------------------------- ---------------------------------------
Name: XXXXXXX X. XXXXXX Name: P. XXXXXX X'XXXXXXXX
------------------------ --------------------------------
Title: PRESIDENT Title: MANAGING DIRECTOR
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This Addendum A is executed on November 15, 2002, 2002.
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