Exhibit (d)(iv) under Form N-1A
Exhibit 10 under Item 601/Reg SK
INVESTMENT SUB-ADVISORY AGREEMENT
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
Golden Oak(R) Value Portfolio
Golden Oak(R) Small Cap Value Portfolio
AGREEMENT executed as of June 1, 2002, among Golden Oak(R) Family of
Funds, a Delaware business Trust (the "Trust"), CB Capital Management, Inc.,
a Michigan corporation (the "Adviser") and Systematic Financial Management,
L.P., a Delaware limited partnership and registered investment adviser (the
"Sub-Adviser").
WHEREAS, the Adviser is the investment adviser for Golden Oak(R) Family
of Funds, an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Adviser desires to retain the Sub-Adviser as its agent to
furnish investment advisory services for the Golden Oak(R) Value Portfolio and
Golden Oak(R) Small Cap Value Portfolio, investment portfolios of the Trust
(individually and collectively, the "Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained,
the parties hereto agree as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to
provide
certain sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment
and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser
with
copies properly certified or authenticated of each of the following:
(a) The Trust's Certificate of Trust, as filed with the Secretary of
the State of the State of Delaware on May 17, 2002, and Agreement and
Declaration of Trust, as filed with the Trust's registered office and
resident agent in theState of Delaware,
and all amendments thereto or restatements thereof (such documents, as
presently in effect and as they shall from time to time be amended or
restated, are herein called the "Declaration of Trust");
(b) The Trust's By-Laws and amendments thereto;
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub-Adviser and approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the "SEC")
and all amendments thereto;
(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") and
under the 1940 Act as filed with the SEC and all amendments thereto
insofar
as such Registration Statement and such amendments relate to the Fund;
and
(f) The Trust's most recent prospectus and Statement of Additional
Information for the Fund (such prospectus and Statement of Additional
Information, as presently in effect, and all amendments and supplements
thereto are herein collectively called the "Prospectus").
The Adviser will furnish the Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of the Trust's
Board of
Trustees and the Adviser, the Sub-Adviser will furnish an investment program
in
respect of, and make investment decisions for, all assets of the Fund and
place
all orders for the purchase and sale of securities, all on behalf of the Fund.
In the performance of its duties, the Sub-Adviser will satisfy its fiduciary
duties to the Fund (as set forth in Section 8, below), and will monitor the
Fund's investments, and will comply with the provisions of the Trust's
Declaration of Trust and By-Laws, as amended from time to time, and the stated
investment objectives, policies and restrictions of the Fund. The Sub-Adviser
and the Adviser will each make its officers and employees available to the
other
from time to time at reasonable times to review investment policies of the
Fund
and to consult with each other regarding the investment affairs of the Fund.
The Sub-Adviser shall also make itself reasonably available to the Board of
Trustees at such times as the Board of Trustees shall request.
The Sub-Adviser represents and warrants that it is in compliance with
all applicable rules and regulations of the SEC pertaining to its investment
advisory activities and agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it
has
investment responsibilities;
(b) will conform with all applicable rules and regulations of the SEC
pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for
the Fund either directly with the issuer or with any broker or dealer.
In
placing orders with brokers or dealers, the Sub-Adviser will attempt to
obtain the
best combination of prompt execution of orders in an effective manner and
at the most favorable price. Consistent with this obligation, when the
execution and price offered by two or more brokers or dealers are
comparable, the Sub-Adviser may, in its discretion, purchase and sell
portfolio securities to and from brokers and dealers who provide the
Sub-Adviser with research advice and other services. In no instance will
portfolio securities be purchased from or sold to the Adviser, the
Sub-Adviser, the Fund's principal underwriter or any affiliated person of
the Trust, the Adviser, the Fund's principal underwriter or the
Sub-Adviser, except as may be permitted under the 1940 Act;
(d) will report regularly to the Adviser and will make appropriate
persons available for the purpose of reviewing at reasonable times with
representatives of the Adviser and the Board of Trustees the management
of
the Fund, including, without limitation, review of the general investment
strategy of the Fund, the performance of the Fund in relation to standard
industry indices, interest rate considerations and general conditions
affecting the marketplace and will provide various other reports from
time
to time as reasonably requested by the Adviser;
(e) will maintain books and records with respect to the Trust's
securities transactions and will furnish the Adviser and the Trust's
Board
of Trustees such periodic and special reports as the Board of Trustees or
the Adviser may request;
(f) will act upon instructions from the Adviser not inconsistent with
the fiduciary duties hereunder; and
(g) will treat confidentially and as proprietary information of the
Trust all such records and other information relative to the Trust
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld
and
may not be withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so
requested by the Trust.
The Sub-Adviser shall have the right to execute and deliver, or cause
its
nominee to execute and deliver, all proxies and notices of meetings and other
notices affecting or relating to the securities of the Fund.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Fund, on behalf of the Trust are the property of the Trust
and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser
will pay
all expenses incurred by it in connection with its activities under this
Agreement.
6. COMPENSATION. For the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Golden Oak(R) Value Portfolio, the Trust
will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory
fee, at an annual rate of .45% on the first $50 million
of the of the Fund's average daily net assets; .35% on the next $50 million of
the of the Fund's average daily net assets and .40% on the Fund's average
daily
net assets thereafter. This fee will be computed daily and paid to the
Sub-Adviser monthly.
In addition, for the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Golden Oak(R) Small Cap Value Portfolio, the
Trust will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full
compensation therefor, a sub-advisory fee at an annual rate of .65% on the
Fund's average daily net assets. This fee will be computed daily and paid to
the Sub-Adviser monthly.
7. SERVICES TO OTHERS. The Adviser understands, and has advised the
Trust's Board of Trustees, that the Sub-Adviser now acts, and may in the
future
act, as an investment adviser to fiduciary and other managed accounts, and as
investment adviser, sub-investment adviser, and/or administrator to other
investment companies. The Adviser has no objection to the Sub-Adviser's
acting
in such capacities, provided that whenever the Fund and one or more other
investment companies advised by the Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed by the Sub-Adviser to be equitable to each
company. The Adviser recognizes, and has advised the Trust's Board of
Trustees,
that in some cases this procedure may adversely affect the size of the
position
that the Fund may obtain in a particular security. In addition, the Adviser
understands, and has advised the Trust's Board of Trustees, that the persons
employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing
contained
in this Agreement will be deemed to limit or restrict the right of the
Sub-Adviser or any of its affiliates to engage in and devote time and
attention
to other businesses or to render services of whatever kind or nature.
8. STANDARD OF CARE. Each of the Adviser and Sub-Adviser shall
discharge
its duties under this Agreement with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The parties recognize that
the opinions, recommendations and actions of Sub-Adviser will be based on
advice
and information deemed to be reliable but not guaranteed by or to
Sub-Adviser. The federal securities laws impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any rights which
the Adviser may have against Sub-Adviser under any federal securities laws
based
on negligence and which cannot be modified in advance by contract.
9. INDEMNIFICATION. Each of the Adviser and Sub-Advisor agrees to
indemnify each other against any claim, loss or liability (including
reasonable
attorney's fees) arising as a result of the failure to meet the standard of
care
set forth in the first sentence of Paragraph 8 hereof.
10. DURATION AND TERMINATION. This Agreement will become effective
as of
the date hereof provided that it has been approved by vote of a majority of
the
outstanding voting securities of the Fund in accordance with the requirements
under the 1940 Act, and, unless sooner terminated as provided herein, will
continue in effect for two years.
Thereafter, if not terminated, this Agreement will continue in effect
for the Fund for successive periods of 12 months, each ending on the day
preceding the anniversary of the Agreement's effective date of each year,
PROVIDED that such continuation is specifically approved at least annually (a)
by the vote of a majority of those members of the Trust's Board of Trustees
who
are not interested persons of the Trust, the Sub-Adviser, or the Adviser, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the vote of a majority of the Trust's Board of Trustees or by the vote
of
a majority of all votes attributable to the outstanding shares of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated as to the Fund
at any time, without the payment of any penalty, on sixty (60) days' written
notice by the Adviser or by the Sub-Adviser. This Agreement will immediately
terminate in the event of its assignment. (As used in this Agreement, the
terms
"majority of the outstanding voting securities," "interested persons" and
"assignment" have the same meaning of such terms in the 1940 Act.)
This Agreement will terminate automatically if the investment advisory
agreement between the Trust and the Adviser is terminated.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may
be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
12. MULTIPLE ORIGINALS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an
original,
but such counterparts shall together constitute but one and the same document.
13. CUSTODY. All securities and other assets of the Fund shall be
maintained with a custodian designated by the Adviser and the Trust. The
Sub-Adviser shall
have no responsibility or liability with respect to any custodial function.
14. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be
affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and will be governed by the laws of the Commonwealth of
Pennsylvania.
The Sub-Adviser shall notify the Adviser of any changes in its partners
within a
reasonable time.
The names "Golden Oak(R) Family of Funds" and "Trustees of Golden Oak(R)
Family of Funds " refer
respectively to the Trust created by, and the Trustees, as trustees but not
individually or personally, acting from time to time under, the Declaration of
Trust, to which reference is hereby made and a copy of which is on file at
the Trust's registered office and resident agent in Delaware and/or the
office of the Secretary of State of the Stateof Delaware and
elsewhere as required by law, and to any and all amendments thereto so filed
or
hereafter filed. The obligations of " Golden Oak(R) Family of Funds " entered
in the name or on
behalf thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind
only
the assets of the Trust. Persons dealing with the Fund must look solely to
the
assets of the Trust belonging to the Fund for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
By:
---------------------
Name:
Title:
------------------------
CB CAPITAL MANAGEMENT, INC.
By:
---------------------
Name:
Title:
------------------------
GOLDEN OAK(R)FAMILY OF FUNDS
By:
---------------------
Name:
Title:
------------------------
AMENDMENT NO. 2 DATED AUGUST 16, 1999
TO THE ARBOR FUND
INVESTMENT SUB-ADVISORY
AGREEMENT DATED MAY 28, 1998
BY AND BETWEEN
CITIZENS BANK
AND
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
THIS AMENDMENT to the Investment Sub-Advisory Agreement dated May 28, 1998 by
and between Citizens Bank and Systematic Financial Management, L.P. (the
"Agreement") will replace paragraph 3 of the introduction to the Agreement to
read:
WHEREAS, the Adviser desires to retain the Sub-Adviser as its agent to
furnish investment advisory services for the Golden Xxx Xxxxx Portfolio
and Golden Oak Small Cap Value Portfolio, investment portfolios of the
Trust (the "Fund").
FURTHER, Section 6 of the Agreement shall be replaced in its entirety with
the following:
6. Compensation. For the services to be provided by the Sub-Adviser
-------------
pursuant to this Agreement for the Golden Xxx Xxxxx Portfolio, the
Trust will pay the Sub-Adviser, and the Sub-Adviser agrees to accept
as full compensation therefor, a sub-advisory fee at an annual rate
of .45% on the first $50 million of the Fund's average daily net
assets; .35% on the next $50 million of the Fund's average daily net
assets and .40% on the Fund's average daily net assets thereafter.
This fee will be computed daily and paid to the Sub-Adviser monthly.
In addition, for the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Golden Oak Small Cap Value
Portfolio, the Trust will pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation therefor, a sub-advisory fee at
an annual rate of .65% on the Fund's average daily net assets. This
fee will be computed daily and paid to the Sub-Adviser monthly.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
executed as of the date first above written.
CITIZENS BANK
BY: /s/ Xxxx X. Xxxxx
NAME: Xxxx X. Xxxxx
TITLE: SVP
SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
BY: /s/ Xxxxx XxXxx
NAME: Xxxxx XxXxx
TITLE: COO
THE ARBOR FUND
BY: /s/ Xxxxx X. Xxxxx
NAME: Xxxxx Xxxxx
TITLE: Vice President
