EXHIBIT 77Q1(e)
SUB-ADVISORY AGREEMENT
BETWEEN
ACTIVA ASSET MANAGEMENT LLC
AND
TRADEWINDS GLOBAL INVESTORS, LLC.
AGREEMENT made as of the 5th day of November 2007, to be effective on
_______________, 2007, between ACTIVA ASSET MANAGEMENT LLC, a Michigan LLC
having its principal place of business in Grand Rapids, Michigan (hereinafter
called "AAM"), and TRADEWINDS GLOBAL INVESTORS, LLC, (hereinafter called
"Sub-adviser"), having its principal place of business in Los Angeles,
California;
WHEREAS, AAM is the investment adviser to Activa International Fund
(the "Fund") a series of Activa Mutual 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 provide 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 and provide AAM and the
Fund portfolio commentary and attribution analysis and furnish such information
as Sub-adviser may believe appropriate for this purpose. Sub-adviser will
maintain
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such analytical information with respect to the Fund's portfolio as Sub-adviser
may believe appropriate and may make such material available for inspection by
AAM as may be reasonable in Sub-adviser's discretion 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. 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 .65
of 1% of the average of the daily aggregate net asset value of the Fund on the
first $50,000,000 of assets and .55% on the 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 by AAM or at AAM's direction.
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
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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.
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
Trust 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.
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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.
9. AAM and the Trust acknowledge that Sub-adviser has no authority or
responsibility with respect to the structure of the Trust or the Fund, the
promotion, marketing or sale of the Fund's shares, the Fund's relations or
dealings with investors and shareholders (other than with respect to the
accuracy of information provided by Sub-Adviser to the Fund, the Trust or AAM in
writing), the disclosure provided to investors and shareholders or the
supervision of the day-to-day activities of AAM, any custodian, other investment
advisers or any administrator.
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
TRADEWINDS GLOBAL INVESTORS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Senior Vice President
This Agreement is hereby accepted and approved as of this day and year
first above written.
ACTIVA MUTUAL FUND TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President