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Exhibit (d)(2)
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Form of Sub-Advisory Agreement between BB&T Asset Management, LLC and
Blackrock Financial Management Inc.
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FORM OF
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of February 1, 2001, between BB&T Asset Management,
LLC, a North Carolina corporation with an office in Raleigh, North Carolina
(herein called the "Investment Adviser") and BlackRock Financial Management,
Inc., a Delaware corporation with an office in Philadelphia, Pennsylvania
(herein called the "Sub-Adviser").
WHEREAS, the Investment Adviser is the investment adviser to BB&T
Funds, a Massachusetts business trust (herein called the "Trust"), an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("40 Act"); and
WHEREAS, the Investment Adviser wishes to retain the Sub-Adviser to
assist the Investment Adviser in providing investment advisory services in
connection with such portfolios of the Trust as now or hereafter may be
identified on Schedule A hereto as such Schedule may be amended from time to
time with the consent of the parties hereto (each herein called a "Fund").
WHEREAS, the Sub-Adviser is willing to provide such services to the
Investment Adviser upon the terms and conditions and for the compensation set
forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:
1. APPOINTMENT. the Investment Adviser hereby appoints the
Sub-Adviser its sub-adviser with respect to the Fund as provided for in the
Investment Advisory Agreement between the Investment Adviser and the Trust dated
as of February 1, 2001 (such Agreement or the most recent successor advisory
agreement between such parties is herein called the "Advisory Agreement"). The
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Investment Adviser shall provide
to the Sub-Adviser copies of the Trust's most recent prospectus and statement of
additional information (including supplement thereto) which relate to any class
of shares representing interests in the Fund (each such prospectus and statement
of additional information as presently in effect, and as they shall from time to
time be amended and supplemented, is herein respectively called a "Prospectus"
and a "Statement of Additional Information").
3. SUB-ADVISORY SERVICES TO THE FUNDS.
(a) Subject to the supervision of the Investment
Adviser, the Sub-Adviser will supervise the day-to-day operations of the Fund
and perform the following services: (i) provide investment research and credit
analysis concerning the Fund's investments; (ii) conduct a continual program of
investment of the Fund's assets; (iii) place orders for all purchases and sales
of the investments made for the Fund; (iv) maintain the books and records
required in connection
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with its duties hereunder; and (v) keep the Investment Adviser informed of
developments materially affecting the Fund.
(b) The Sub-Adviser 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; provided that, notwithstanding
this Paragraph 3(b), the liability of the Sub-Adviser for actions taken and
non-actions with respect to the performance of services under this Agreement
shall be subject to the limitations set forth in Paragraph 11(a) of this
Agreement.
(c) The Sub-Adviser will communicate to the Investment
Adviser and to the Trust's custodian and Fund accountants as instructed by the
Investment Adviser on each day that a purchase or sale of a security is effected
for the Fund (i) the name of the issuer, (ii) the amount of the purchase or
sale, (iii) the name of the broker or dealer, if any, through which the purchase
or sale will be affected, (iv) the CUSIP number of the security, if any, and (v)
such other information as the Investment Adviser may reasonably require for
purposes of fulfilling its obligations to the Trust under the Advisory
Agreement.
(d) The Sub-Adviser will provide the services rendered
by it hereunder in accordance with the Fund's investment objectives, policies
and restrictions as stated in the Prospectus and Statement of Additional
Information.
(e) The Sub-Adviser will not make loans to any person
to purchase or carry shares in the Trust or make loans to the Trust.
(f) The Sub-Adviser will maintain records of the
information set forth in Paragraph 3(c) hereof with respect to the securities
transactions of the Fund and will furnish the Trust's Board of Trustees with
such periodic and special reports as the Board may reasonably request.
(g) The Sub-Adviser will promptly review all (1)
reports of current security holdings in the Fund, (2) summary reports of
transactions and pending maturities (including the principal, cost and accrued
interest on each portfolio security in maturity date order) and (3) current cash
position reports (including cash available from portfolio sales and maturities
and sales of the Fund's shares less cash needed for redemptions and settlement
of portfolio purchases), all within a reasonable time after receipt thereof from
the Trust and will report any errors or discrepancies in such reports to the
Trust or its designee within three (3) business days after discovery of such
discrepancies.
4. BROKERAGE. The Sub-Adviser may place orders pursuant to its
investment determinations for the Fund either directly with the issuer or with
any broker or dealer. In placing orders, the Sub-Adviser will consider the
experience and skill of the firm's securities traders, as well as the firm's
financial responsibility and administrative efficiency. The Sub-Adviser will
attempt to obtain the best price and the most favorable execution of its orders.
Consistent with these obligations, the Sub-Adviser may, subject to the approval
of the Board of
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Trustees of the Trust, select brokers on the basis of the research, statistical
and pricing services they provide to the Fund. A commission paid to such brokers
may be higher than that which another qualified broker would have charged for
effecting the same transaction, provided that the Sub-Adviser determines in good
faith that such transaction is reasonable in terms either of the transaction or
the overall responsibility of the Sub-Adviser to the Fund and its other clients
and that the total commissions paid by the Fund will be reasonable in relation
to the benefits in the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to the Trust's principal distributor, the
Investment Adviser or any affiliate thereof (as the term "affiliate" is defined
in the 40 Act), except to the extent permitted by SEC exemptive order or by
applicable law.
5. COMPLIANCE WITH LAWS: CONFIDENTIALITY: CONFLICTS OF INTEREST.
(a) The Sub-Adviser agrees that it will comply with all
applicable laws, rules and regulations of all federal and state regulatory
agencies having jurisdiction over the Sub-Adviser in performance of its duties
hereunder (herein called the "Rules").
(b) The Sub-Adviser will treat confidentially and as
proprietary information of the Trust all records and information relative to the
Trust 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 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.
(c) The Sub-Adviser will maintain a policy and practice
of conducting sub-advisory services hereunder independently of the banking
operations of its affiliates. In making investment recommendations for the Fund,
the Sub-Adviser's personnel will not inquire or take into consideration whether
the issuers of securities proposed for purchase or sale for the Fund's account
are bank customers of the Sub-Adviser's affiliates unless so required by
applicable law. In dealing with their bank customers, affiliates of Sub-Adviser
will not inquire or take into consideration whether securities of those
customers are held by the Fund.
6. CONTROL BY TRUST'S BOARD OF TRUSTEES. Any recommendations
concerning the Fund's investment program proposed by the Sub-Adviser to the Fund
and the Investment Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Adviser on behalf of the Fund pursuant thereto
shall at all times be subject to any applicable directives of the Board of
Trustees of the Trust.
7. SERVICES NOT EXCLUSIVE. The Sub-Adviser's services hereunder are
not deemed to be exclusive, and the Sub-Adviser shall be free to render similar
or dissimilar services to others so long as its services under this Agreement
are not impaired thereby.
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8. BOOKS AND RECORDS. In compliance with the requirements of
Rule 31a-3 of the Rules, and any other applicable Rule, the Sub-Adviser hereby
agrees that all records which it maintains for the Trust are the property of the
Trust and further agrees to surrender promptly to the Trust any such records
upon the Trust's request. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 and any other applicable Rule, the records
required to be maintained by the Sub-Adviser hereunder pursuant to Rule 31a-1
and any other applicable Rule.
9. EXPENSES. During the term of this Agreement, the Sub-Adviser will
bear all expenses incurred by it in connection with the performance of its
services under this Agreement other than the cost of securities (including
brokerage commissions, if any) purchased for the Fund. Notwithstanding the
foregoing, the Sub-Adviser shall not bear expenses related to the operation of
the Trust or any Fund including, but not limited to, taxes, interest, brokerage
fees and commissions and any extraordinary expense items.
10. COMPENSATION.
(a) For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee computed daily
and paid monthly in arrears on the first business day of each month equal to the
lesser of (i) the fee at the applicable annual rates set forth on Schedule A
hereto or (ii) such fee as may from time to time be agreed upon in writing by
the Investment Adviser and the Sub-Adviser. If the fee payable to the
Sub-Adviser pursuant to this paragraph begins to accrue after the beginning of
any month or if this Agreement terminates before the end of any month, the fee
for the period from such date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating fees, the
value of a Fund's net assets shall be computed in the manner specified in the
Prospectus and the Trust's Declaration of Trust for the computation of the value
of the Fund's net assets in connection with the determination of the net asset
value of the Fund's shares. Payment of said compensation shall be the sole
responsibility of the Investment Adviser and shall in no way be an obligation of
the Fund or of the Trust.
(b) The obligation of the Investment Adviser to pay the
above described fee to the Sub-Adviser will begin as of the first to occur of
(i) the conversion of trust funds or other bank assets to the Fund, (ii) the
date of the initial public sale of shares of the Fund.
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11. LIMITATION OF LIABILITY.
(a) The Sub-Adviser shall not be liable for any error
of judgement or mistake of law or for any loss suffered by the Investment
Adviser, the Trust or the Fund in connection with the matters to which Agreement
relates, except that Sub-Adviser shall be liable to the Investment Adviser for a
loss resulting from a breach of fiduciary duty by Sub-Adviser under the 40 Act
with respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of
Sub-Adviser in the performance of its duties or from reckless disregard by it of
its obligations or duties under this Agreement. In no case shall the Sub-Adviser
be liable for actions taken or non-actions with respect to the performance of
services under this Agreement based upon specific information, instructions or
requests given or made to the Sub-Adviser by the Investment Adviser.
(b) The Investment Adviser shall be responsible at all
times for supervising the Sub-Adviser, and this Agreement does not in any way
limit the duties and responsibilities that the Investment Adviser has agreed to
under the Advisory Agreement.
12. DURATION AND TERMINATION. This Agreement shall become effective as
of the date hereof provided that it shall have been approved by vote of a
majority of the outstanding voting securities of the Fund and, unless sooner
terminated as provided herein, shall continue with respect to the Fund until
September 30, 2001. Thereafter, if not terminated, this Agreement shall continue
in effect for successive 12-month periods ending on September 30th of each year,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Board of Trustees of the Trust who
are not parties to this Agreement or interested persons of the Trust or any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding voting securities of the Fund; PROVIDED, HOWEVER, that this
Agreement may be terminated with respect to the Fund (i) by the Trust at any
time without the payment of any penalty by the Board of Trustees of the Trust,
(ii) by vote of a majority of the outstanding voting securities of the Fund,
(iii) by the Investment Adviser on 60 days written notice to the Sub-Adviser or
(iv) by the Sub-Adviser on 60 days written notice to the Investment Adviser.
This Agreement will also immediately terminate in the event of its assignment.
(As used in this Agreement, the terms "majority of the outstanding voting
securities", "interested person" and "assignment" shall have the same meaning as
such terms have in the 40 Act.)
13. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
14. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any provisions
hereof or otherwise affect their construction or effect. 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
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shall not be effected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties herein and their respective successors and
shall be governed by Massachusetts law.
The names "BB&T Funds" and "Trustees of BB&T Funds" refer respectively
to the Trust created and the Trustees, as trustees but not individually or
personally, acting from time to time under an Agreement and Declaration of Trust
dated as of October 1, 1987 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of The Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "BB&T Funds" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but 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, and all persons dealing with
any series of shares of the Trust must look solely to the assets of the Trust
belonging to such series 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.
BB&T Asset Management, LLC
By: _______________________________
Name:
Title:
BlackRock Financial Management, Inc.
By: _______________________________
Name:
Title:
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SCHEDULE A
TO SUB-ADVISORY AGREEMENT DATED AS OF FEBRUARY 1, 2001 BETWEEN BB&T ASSET
MANAGEMENT, LLC AND BLACKROCK FINANCIAL MANAGEMENT, INC.
NAME OF FUND COMPENSATION
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BB&T Small Company Growth Fund .50% of the Fund's first $50 million
of average daily net assets; .45% of
the Fund's next $50 million of
average daily net assets; and .40%
of the Fund's average daily net
assets in excess of $100 million.
Consented to by:
Date: February 1, 2001 BB&T Asset Management, LLC
By: _______________________
Date: February 1, 2001 BlackRock Financial Management, Inc.
By: ________________________
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