POTOMAC FUNDS
POTOMAC INSURANCE TRUST
SUBADVISORY AGREEMENT
This Subadvisory Agreement is made as of June 29, 2004 (the "Effective
Date"), between ▇▇▇▇▇▇▇▇ Asset Management, LLC, a New York limited liability
corporation (the "Adviser"), and Transamerica Investment Management, LLC, a
Delaware limited liability company (the "Subadviser").
WHEREAS, the Adviser serves as the investment adviser to the Dynamic ▇▇
▇▇▇▇ Fund (the "Fund"), which is a series of the Potomac Funds (the "Trust"), a
Massachusetts business trust registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act");
WHEREAS, the Adviser's contract with the Fund allows it to delegate certain
investment advisory services to other parties; and
WHEREAS, the Adviser desires to retain the Subadviser to perform certain
investment subadvisory services for the Fund, and the Subadviser is willing to
perform such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUND.
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(a) INVESTMENT PROGRAM. Subject to the control and supervision of the
Board of Trustees of the Trust and the Adviser, the Subadviser shall, at
its expense and on a regular basis, provide a continuous investment program
for such portion of the Fund's assets that is allocated to it by the
Adviser from time to time the Fund, including investment research and
management of all such securities, investments and cash equivalents. With
respect to such assets, the Subadviser shall determine what investments
shall be purchased, held, sold or exchanged by the Fund and what portion,
if any, of the assets of the Fund shall be held in cash or cash
equivalents, and purchase and sell Fund securities for the Fund. In
accordance with Subsection (b) of this Section 1, the Subadviser shall
arrange for the execution of all orders for the purchase and sale of
securities and other investments for the Fund's account and will exercise
full discretion and act for the Fund in the same manner and with the same
force and effect as the Fund might or could do with respect to such
purchases, sales, or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales, or other transactions.
In the performance of its duties, the Subadviser will act in the best
interests of the Fund and will comply with (i) applicable laws and
regulations, including, but not limited to, the 1940 Act and the Investment
Advisers Act of 1940, as amended ("Advisers Act"), and the rules under
each, (ii) the terms of this Agreement, (iii) the stated investment
objective, policies and restrictions of the Fund, as stated in the
then-current Form N-1A Registration Statement of the Fund ("Registration
Statement"), (iv) the Trust's compliance procedures and other policies,
procedures or guidelines as the Board or the Adviser reasonably may
establish from time to time, and of which are provided to Subadviser within
a reasonable time, (v) the provisions of the Internal Revenue Code of 1986,
as amended ("Code"), applicable to "regulated investment companies" (as
defined in Section 851 of the Code), as from time to time in effect, and
(vi) the reasonable written instructions of the Adviser. The Adviser shall
be responsible for providing the Subadviser with current and timely copies
of the materials specified in Subsections (a)(iii) and (iv) of this Section
1(a). The Adviser shall provide the Subadviser with prior written notice of
any material change to the Registration Statement that would affect the
Subadviser's management of the Fund.
(b) TRANSACTION FOR THE FUND. In connection with the management of the
investment and reinvestment of the Fund's assets, the Subadviser will place
orders pursuant to its investment determinations for the Fund either
directly with the issuer or through brokers or dealer that (i) have been
approved by the Adviser and (ii) will execute purchase and sale
transactions for the Fund subject to the conditions herein. In the
selection of broker-dealers and the placement of orders for the purchase
and sale of Fund investments for the Fund, the Subadviser shall use its
best efforts to obtain for the Fund the most favorable price and execution
available and shall not be permitted to pay higher brokerage commissions
for brokerage and research services. In using its best efforts to obtain
the most favorable price and execution available, the Subadviser, bearing
in mind the Fund's best interests at all times, shall consider all factors
it deems relevant, including by way of illustration, price, the size of the
transaction, the nature of the market for the security, the amount of the
commission and dealer's spread or ▇▇▇▇-up, the timing of the transaction
taking into account market prices and trends, the reputation, experience
and financial stability of the broker-dealer involved, the general
execution and operational facilities of the broker-dealer and the quality
of service rendered by the broker-dealer in other transactions.
On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients of
the Subadviser, the Subadviser, to the extent permitted by applicable laws
and regulations, may aggregate the securities to be purchased or sold to
attempt to obtain a more favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Subadviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the Fund and to
its other clients over time.
The Subadviser may buy securities for the Fund at the same time it is
selling such securities for another client account and may sell securities
for the Fund at the time it is buying such securities for another client
account. In such cases, subject to applicable legal and regulatory
requirements, and in compliance with such procedures of the Trust as may be
in effect from time to time, the Subadviser may effectuate cross
transactions between the Fund and such other account if it deems this to be
advantageous.
The Subadviser will advise the Fund's custodian or such depository or
agents as may be designated by the custodian and the Adviser promptly of
each purchase and sale of a Fund security, specifying the name of the
issuer, the description and amount or number of shares of the security
purchased, the market price, the commission and gross or net price, the
trade date and settlement date, the identity of the effecting broker or
dealer and any other pertinent data that the Fund's custodian may need to
settle a security's purchase or sale. The Subadviser shall not have
possession or custody of the Fund's investments. The Fund shall be
responsible for all custodial agreements and the payment of all custodial
charges and fees and, upon the Subadviser giving proper instructions to the
custodian, the Subadviser shall have no responsibility or liability for the
acts, omissions or other conduct of the custodian.
The Subadviser agrees that it shall not direct Fund transactions for
the Fund through any broker or dealer that is an "affiliated person" of the
Subadviser (as that term is defined in the 1940 Act or interpreted under
applicable rules and regulations of the Commission), except as permitted
under the 1940 Act. The Adviser agrees that it will provide the Subadviser
with a list of brokers and dealers that are affiliated persons of the Fund,
or affiliated persons of such persons, and shall timely update that list as
the need arises. The Adviser agrees that any entity or person associated
with the Adviser or the Subadviser that is a member of a national
securities exchange is authorized to effect any transaction on such
exchange for the account of the Trust that is permitted by Section 11(a) of
the Exchange Act, and the Adviser consents to the retention of compensation
for such transactions.
(c) EXPENSES. The Subadviser, at its expense, will furnish all
necessary facilities and personnel, including salaries, expenses and fees
of any personnel required for them to faithfully perform their duties under
this Agreement and administrative facilities, including bookkeeping, and
all equipment necessary for the efficient conduct of the Subadviser's
duties under this Agreement. However, the Subadviser shall not be obligated
to pay any expenses of the Adviser, the Fund, or the Trust, including
without limitation, interest and taxes, brokerage commissions and other
costs in connection with the purchase or sale of securities or other
investment instruments for the Fund and custodian fees and expenses.
(d) VALUATION. Securities traded on a national securities exchange or
The Nasdaq Stock Market for which market quotes are readily available are
valued on each day the New York Stock Exchange is open for business. For
those securities for which market quotes are not readily available, the
Subadviser, at its expense and in accordance with procedures and methods
established by the Board, which may be amended from time to time, will
provide assistance to the Adviser, or other applicable service providers
for the Trust and the Fund, in determining the fair value of such
securities, including providing market price information relating to these
assets of the Fund. The Subadviser also shall monitor for "significant
events" that occur after the closing of a market but before the time as of
which the Fund calculates its net asset value and that may affect the
valuation of the Fund's Fund securities and shall notify the Adviser
promptly of the occurrence of any such events.
(e) REPORTS AND AVAILABILITY OF PERSONNEL. The Subadviser, at its
expense, shall render to the Board and the Adviser such periodic and
special reports as the Board and the Adviser reasonably may request with
respect to matters relating to the duties of the Subadviser set forth
herein. The Subadviser, at its expense, will make available to the Board
and the Adviser at reasonable times its Fund managers and other appropriate
personnel in order to review investment policies of the Fund and to consult
with the Board and the Adviser regarding the investment affairs of the
Fund, including economic, statistical and investment matters relevant to
the Subadviser's duties hereunder.
(f) COMPLIANCE MATTERS. The Subadviser, at its expense, will provide
the Adviser with such compliance reports relating to its duties under this
Agreement as may be agreed upon by such parties from time to time. The
Subadviser also shall cooperate with and provide reasonable assistance to
the Adviser, the Fund's administrator, the Fund's custodian, the Fund's
transfer agent and pricing agents and all other agents and representatives
of the Fund, the Trust and the Adviser, keep all such persons fully
informed as to such matters as they may reasonably deem necessary to the
performance of their obligations to the Fund, the Trust and the Adviser,
provide prompt responses to reasonable requests made by such persons and
maintain any appropriate interfaces with each so as to promote the
efficient exchange of information.
(g) BOOKS AND RECORDS. The Subadviser will maintain for the Fund all
books and records required to be maintained by the Fund pursuant to the
1940 Act and the rules and regulations promulgated thereunder insofar as
such records relate to the investment affairs of the Fund. Pursuant to Rule
31a-3 under the 1940 Act, the Subadviser agrees that: (i) all records it
maintains for the Fund are the property of the Fund; (ii) it will surrender
promptly to the Fund or the Adviser any such records upon the Fund's or the
Adviser's request; and (iii) it will preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records it maintains for the Fund.
Notwithstanding subsection (ii) above, the Subadviser may maintain copies
of such records, without limitation, to comply with its record keeping
obligations.
(h) PROXIES. The Subadviser will, unless and until otherwise directed
by the Adviser or the Board, vote proxies with respect to the Fund's
securities and exercise rights in corporate actions or otherwise in
accordance with the Subadviser's proxy voting guidelines, as amended from
time to time.
2. COMPENSATION. The Adviser shall pay to the Subadviser as compensation
for the Subadviser's services rendered pursuant to this Agreement a subadvisory
fee as set forth in Schedule A, which schedule can be modified from time to
time, subject to the appropriate approvals required by the 1940 Act. Such fees
shall be paid by the Adviser (and not by the Fund). Such fees shall be payable
for each month within 15 business days after the end of such month. If the
Subadviser shall serve for less than the whole of a month, the compensation as
specified shall be prorated based on the number of calendar days during which
this Agreement is in effect during such month, and the fee shall be computed
based upon the average daily net assets of the Fund for such days.
3. REPRESENTATIONS AND WARRANTIES.
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(a) SUBADVISER. The Subadviser represents and warrants to the Adviser
that: (i) the retention of the Subadviser by the Adviser as contemplated by
this Agreement is authorized by the Subadviser's governing documents; (ii)
the execution, delivery and performance of this Agreement does not violate
any obligation by which the Subadviser or its property is bound, whether
arising by contract, operation of law or otherwise; (iii) this Agreement
has been duly authorized by appropriate action of the Subadviser and when
executed and delivered by the Subadviser will be a legal, valid and binding
obligation of the Subadviser, enforceable against the Subadviser in
accordance with its terms, subject, as to enforcement, to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally and to general equitable principles (regardless of whether
enforcement is sought in a proceeding in equity or law); (iv) the
Subadviser is registered as an investment adviser under the Advisers Act;
(v) the Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and
certain of its employees, officers and directors are subject to reporting
requirements thereunder and, accordingly, agrees that it shall, on a timely
and reasonable basis, furnish a copy of such code of ethics to the Adviser,
and requisite certifications as from the time reasonably requested; (vi)
the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other
law, regulation or order from performing the services contemplated by this
Agreement; (vii) the Subadviser will promptly notify the Adviser of the
occurrence of any event that would disqualify the Subadviser from serving
as investment subadviser of an investment company pursuant to Section 9(a)
of the 1940 Act or otherwise; (viii) the Subadviser has provided the
Adviser with a copy of its Form ADV as most recently filed with the SEC and
will furnish a copy of all amendments to the Adviser at least annually; and
(ix) the Subadviser will notify the Adviser of any "assignment" (as defined
in the ▇▇▇▇ ▇▇▇) of this Agreement or change of control of the Subadviser,
as applicable, and any changes in the key personnel who are the Fund
managers of the Fund, in each case prior to or promptly after, such change.
(b) ADVISER. The Adviser represents and warrants to the Subadviser
that: (i) the retention of the Subadviser by the Adviser as contemplated by
this Agreement is authorized by the respective governing documents of the
Trust and the Adviser; (ii) the execution, delivery and performance of each
of this Agreement and the Advisory Agreement does not violate any
obligation by which the Trust or the Adviser or their respective property
is bound, whether arising by contract, operation of law or otherwise; (iii)
each of this Agreement and the Advisory Agreement has been duly authorized
by appropriate action of the Trust and the Adviser and when executed and
delivered by the Adviser will be a legal, valid and binding obligation of
the Fund, the Trust and the Adviser, enforceable against the Trust and the
Adviser in accordance with its terms, subject, as to enforcement, to
applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally and to general equitable principles (regardless of whether
enforcement is sought in a proceeding in equity or law); (iv) the Adviser
is registered as an investment adviser under the Advisers Act; (v) the
Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and that the Adviser and
certain of its employees, officers and directors are subject to reporting
requirements thereunder; (vi) the Adviser is not prohibited by the 1940
Act, the Advisers Act or other law, regulation or order from performing the
services contemplated by this Agreement; and (vii) the Adviser will
promptly notify the Subadviser of the occurrence of any event that would
disqualify the Adviser from serving as investment manager of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
4. LIABILITY OF THE SUBADVISER. In the absence of (a) bad faith, negligence
or willful misfeasance on the part of the Subadviser in performance of its
obligations and duties hereunder, (b) reckless disregard by the Subadviser of
its obligations and duties hereunder, or (c) a loss resulting from a breach of
the Subadviser's 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 1940 Act), the Subadviser shall
not be subject to any liability whatsoever to the Adviser, the Fund, the Trust,
or to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Fund. No provision of this Section 4 is intended to
create any rights whatsoever to any third parties, including without limitation
the shareholders of the Fund. However, the Subadviser shall indemnify and hold
harmless such parties from any and all claims, losses, expenses, obligations and
liabilities (including reasonable attorneys fees) that arise or result from that
specified in Subsections (a) through (c) above.
5. LIABILITY OF THE ADVISER. In the absence of (a) bad faith, negligence or
willful misfeasance on the part of the Adviser in performance of its obligations
and duties hereunder, (b) reckless disregard by the Adviser of its obligations
and duties hereunder, or (c) a loss resulting from a breach of the Adviser's
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 1940 Act), the Adviser shall not be subject
to any liability whatsoever to the Subadviser, the Fund, the Trust, or to any
shareholder of the Fund, for any error or judgment, mistake of law or any other
act or omission in the course of, or connected with, rendering services
hereunder including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of the Fund. No provision of this Section 5 is intended to create any
rights whatsoever to any third parties, including without limitation the
shareholders of the Fund. However, the Adviser shall indemnify and hold harmless
such parties from any and all claims, losses, expenses, obligations and
liabilities (including reasonable attorneys fees) that arise or result from that
specified in Subsections (a) through (c) above.
6. LIABILITY OF TRUSTEES AND SHAREHOLDERS. Any obligations of the Fund
under this Agreement are not binding upon the Trustees or the shareholders
individually but are binding only upon the assets and property of the Fund.
7. DURATION AND TERMINATION OF THE AGREEMENT. This Agreement shall become
effective upon its execution; provided, however, that this Agreement shall not
become effective unless it has first been approved (a) by a vote of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by an affirmative vote of a majority of the
outstanding voting shares of the Fund. This Agreement shall remain in full force
and effect continuously thereafter, except as follows:
(a) By vote of a majority of the (i) Independent Trustees, or (ii)
outstanding voting shares of the Fund, the Fund may at any time terminate
this Agreement, without the payment of any penalty, by providing not more
than 60 days' written notice delivered or mailed by registered mail,
postage prepaid, to the Adviser and the Subadviser.
(b) This Agreement will terminate automatically, without the payment
of any penalty, unless within two years after its initial effectiveness and
at least annually thereafter, the continuance of the Agreement is
specifically approved by (i) the Board of Trustees or the shareholders of
the Fund by the affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Independent Trustees, by vote cast in
person at a meeting called for the purpose of voting on such approval. If
the continuance of this Agreement is submitted to the shareholders of the
Fund for their approval and such shareholders fail to approve such
continuance as provided herein, the Subadviser may continue to serve
hereunder in a manner consistent with the 1940 Act and the rules
thereunder.
(c) The Adviser may at any time terminate this Agreement, without the
payment of any penalty, by not less than 60 days' written notice delivered
or mailed by registered mail, postage prepaid, to the Subadviser, and the
Subadviser may at any time, without the payment of any penalty, terminate
this Agreement by not less than 90 days' written notice delivered or mailed
by registered mail, postage prepaid, to the Adviser.
(d) This Agreement automatically and immediately shall terminate,
without the payment of any penalty, in the event of its assignment or if
the Investment Advisory Agreement between the Adviser and the Fund shall
terminate for any reason.
(e) Any notice of termination served on the Subadviser by the Adviser
shall be without prejudice to the obligation of the Subadviser to complete
transactions already initiated or acted upon with respect to the Fund. Upon
termination without reasonable notice by the Adviser, the Subadviser will
be paid certain previously agreed upon expenses the Subadviser necessarily
incurs in terminating the Agreement.
Upon termination of this Agreement, the duties of the Adviser delegated to
the Subadviser under this Agreement automatically shall revert to the Adviser.
8. AMENDMENT OF 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 whom enforcement of the change, waiver, discharge or
termination is sought. No material amendment of this Agreement shall be
effective until approved in the manner required by the 1940 Act, any rules
thereunder or any exemptive or other relief granted by the SEC or its staff.
9. ADDITIONAL AGREEMENTS.
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(a) OTHER ADVISORY AGREEMENTS. The Subadviser and persons controlled
by or under common control with the Subadviser have and may have advisory,
management service or other agreements with other organizations and
persons, and may have other interests and businesses. Nothing in this
Agreement is intended to preclude such other business relationships.
However, the Subadviser agrees that through the third anniversary of the
Effective Date of this Agreement, the Subadviser will not act as a
subadviser, whereby it provides a continuous investment program, to a high
yield bond Fund (whether a mutual fund or a Fund offered as part of an
insurance product) designed to appeal primarily to market timers or other
active managers.
(b) ACCESS TO INFORMATION. The Subadviser shall, upon reasonable
notice, afford the Adviser at all reasonable times access to Subadviser's
officers, employees, agents and offices and to all its relevant books and
records and shall furnish the Adviser with all relevant financial and other
data and information as requested; provided, however, that nothing
contained herein shall obligate the Subadviser to provide the Adviser with
access to the books and records of the Subadviser relating to any other
accounts other than the Fund.
(c) CONFIDENTIALITY. The Subadviser shall treat confidentially and as
proprietary information of the Trust and the Fund all records and
information (including investment holdings and activities of the Fund)
relative to the Trust and the Fund and prior, present or potential
shareholders, 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 Subadviser 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. Notwithstanding
the above, the Subadviser may disclose: (i) the identity of the Trust and
the Fund as part of any representative list of clients of the Subadviser;
(ii) the investment results and other data of the Fund (without identifying
the Fund or the Trust) in connection with providing composite investment
results of clients of the Subadviser; and (iii) investments and
transactions with respect to the Fund (without identifying the Trust or the
Fund) in connection with providing composite information of clients of the
Subadviser, provided that such disclosure will not be made in such a manner
that may reasonably have an adverse effect on the trading activities of the
Fund.
(d) PUBLIC ANNOUNCEMENTS. No party shall issue any press release or
otherwise make any public statements with respect to the matters covered by
this Agreement without the prior written consent of the other parties
hereto, which consent shall not be unreasonably withheld; provided,
however, that consent shall not be required if, in the opinion of counsel,
such disclosure is required by law; provided further, however, that the
party making such disclosure shall provide the other parties hereto with as
much prior written notice of such disclosure as is practical under the
circumstances.
(e) NOTIFICATIONS. The Subadviser agrees that it will promptly notify
the Adviser in the event that the Subadviser is or expects to become the
subject of an administrative proceeding or enforcement action by the
Commission or other regulatory body with applicable jurisdiction.
Similarly, the Adviser agrees that it will promptly notify Subadviser in
the event that Adviser is or expects to become the subject of an
administrative proceeding or enforcement action by the Commission or other
regulatory body with applicable jurisdiction.
(f) INSURANCE. The Subadviser agrees to maintain errors and omissions
or professional liability insurance coverage in an amount that is
reasonable in light of the nature and scope of the Subadviser's business
activities.
(g) SHAREHOLDER MEETING EXPENSES. In the event that the Trust shall be
required to call a meeting of shareholders solely due to actions involving
the Subadviser, including, without limitation, a change of control of the
Subadviser, the Subadviser shall bear all reasonable expenses associated
with such shareholder meeting.
10. NOTICES. All notices or other communications given under this Agreement
shall be made by guaranteed overnight delivery, telecopy or certified mail;
notice is effective when received. Notice shall be given to the parties at the
following addresses:
Adviser: ▇▇▇▇▇▇▇▇ Asset Management LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Subadviser: Transamerica Investment Management, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
11. DEFINITIONS. For the purposes of this Agreement, the terms "vote of a
majority of the outstanding shares," "affiliated person," "control," "interested
person" and "assignment" shall have their respective meanings as defined in the
1940 Act and the rules thereunder subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission ("SEC") under said Act; and
references to annual approvals by the Board of Trustees shall be construed in a
manner consistent with the 1940 Act and the rules thereunder.
12. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, without giving effect to the
conflicts of laws principles thereof, and in accordance with the 1940 Act. To
the extent that the applicable laws of the Commonwealth of Massachusetts
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
13. 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. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors.
14. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. ENTIRE AGREEMENT. This Agreement states the entire agreement of the
parties hereto, and is intended to be the complete and exclusive statement of
the terms hereof.
16. 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. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is made less restrictive by a rule, or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, or order.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ Asset Management, LLC and Transamerica
Investment Management, LLC have each caused this instrument to be signed in
duplicate on its behalf by its duly authorized representative, all as of the day
and year first above written.
Attest: ▇▇▇▇▇▇▇▇ ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Managing Director
Attest: Transamerica Investment
Management, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Controller Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Vice President
SCHEDULE A
TO THE
POTOMAC FUNDS
AND POTOMAC INSURANCE
SUBADVISORY AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇ ASSET MANAGEMENT, LLC
AND
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
As compensation pursuant to section 2 of the Subadvisory Agreement between
▇▇▇▇▇▇▇▇ Asset Management, LLC (the "Adviser") and Transamerica Investment
Management, LLC (the "Subadviser"), the Adviser shall pay the Subadviser a
subadvisory fee, computed and paid monthly, at the following percentage rates of
the average daily net assets under management by the Subadviser:
Less than $25 Million: 0.50%
Between $25 million and $75 Million: 0.40%
Between $75 Million and $100 Million: 0.30%
Over $100 Million: 0.25%
Dated: June 29, 2004