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SUBADVISORY AGREEMENT
This Subadvisory Agreement is made and entered into on this 29th day of June,
2000 and is effective as of the 1st day of August, 2000, by and between Century
Capital Management, Inc. a Massachusetts corporation (the "Sub-Adviser"), and
Orbitex Management, Inc., a New York corporation (the "Adviser") and Orbitex
Group of Funds, a Delaware business trust (the "Trust").
WITNESSETH
WHEREAS, the Adviser is engaged pursuant to an Investment Advisory Agreement
(the "Advisory Agreement") dated April 9, 1997, and amended on March 16, 2000,
with the Trust in the investment of the Trust's assets in accordance with the
Trust's Prospectus and Declaration of Trust (collectively the "Prospectus"); and
WHEREAS, pursuant to the Advisory Agreement, the Adviser may delegate its
responsibilities for the management of the investment of the assets of one or
more Funds of the Trust to one or more sub-advisers; and
WHEREAS, the Adviser desires, with the consent of the Trust, to so delegate
responsibility for management of the investments of one or more Funds of the
Trust to the Sub-Adviser, and the Sub-Adviser agrees to manage the investment of
one or more Funds in accordance with this Subadvisory Agreement and Prospectus;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth,
the parties hereto agree as follows:
1. The Adviser, with the consent of the Trust, hereby appoints the Sub-
Adviser to act as the investment adviser to the Adviser with respect to
one or more funds (singly or collectively the "Fund") as identified in
"Schedule A", which is attached hereto and by this reference is
incorporated herein. The Sub-Adviser hereby accepts such appointment and
agrees to render the services herein set forth, for the compensation set
forth on Schedule B, which is attached hereto and by this reference is
incorporated herein. The Adviser represents to the Sub-Adviser that it is
authorized pursuant to the Advisory Agreement to delegate to the Sub-
Adviser all of the services to be performed by the Sub-Adviser pursuant
hereto.
2. Subject to the supervision of the Trustees of the Trust and the Adviser,
the Sub-Adviser will have discretionary authority to manage the securities
and investments (including cash) of the Fund, including the purchase,
retention and disposition thereof, and the execution of agreements
relating thereto in accordance with the Fund's investment objectives,
policies and restrictions as those are stated in the Prospectus and
further subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment program
to the Fund and in so doing shall determine from time to time
what investments or securities will be purchased, retained or
sold by the Fund, and what portion of the assets will be
invested or held uninvested as cash;
(b) The Sub-Adviser in the performance of its duties and
obligations under this Agreement shall act in conformity with
the Trust's Agreement, the Declaration of Trust, Bylaws and the
Prospectus of the Trust, and with the written instructions and
written directions of the Trustees of the Trust and, to the
extent consistent
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therewith and herewith, of the Adviser, and will conform to and
comply with the requirements of the Investment Company Act of
1940, as amended (the "1940 Act"), and all other applicable
federal and state laws and regulations;
(c) The Sub-Adviser shall determine the securities to be purchased
or sold by the Fund and, as agent for the Fund, will effect
transactions pursuant to its determinations either directly
with the issuer or with or through any broker and/or dealer in
such securities. The Sub-Adviser shall also determine whether
or not the Fund shall enter into repurchase agreements or
engage in any other investment transactions or techniques that
are consistent with subsection (b) above;
(d) The Sub-Adviser shall maintain all books and records with
respect to the securities transactions of the Fund and shall
render to the Adviser or Adviser's designees, such periodic and
special reports as the Adviser may reasonably request;
(e) The Sub-Adviser shall, to the extent the information is within
its control, provide or cause to be provided to the Trust's
Custodian all requested information relating to all
transactions concerning the assets of the Fund (other than
share transactions of the Fund);
(f) The investment advisory services of the Sub-Adviser to the Fund
under this Subadvisory Agreement are not to be deemed
exclusive, and the Sub-Adviser shall be free to render similar
service to others;
(g) The Sub-Adviser, in the normal course of business, is expected
to place orders for the purchase and sale of the Fund's
investments with or through the Adviser. When the Sub-Adviser
is not able to contact the Adviser for the purpose of placing a
trade, the Sub-Adviser is authorized, subject to the
supervision of the Adviser and the Trustees of the Trust, to
place orders for the purchase and sale of the Fund's
investments with or through such persons, brokers or dealers
including the Sub-Adviser or affiliates thereof, and to
negotiate commissions to be paid in such transactions in
accordance with the Fund's policy with respect to brokerage as
set forth in the Prospectus. The Sub-Adviser may, on behalf of
the Fund, pay brokerage commissions to a broker which provides
brokerage and research services to the Sub-Adviser in excess of
the amount another broker would have charged for effecting the
transaction, provided the Sub-Adviser determines in good faith
that the amount is reasonable in relation to the value of the
brokerage and research services provided by the executing
broker in terms of the particular transaction or in terms of
the Sub-Adviser's overall responsibilities with respect to the
Fund and the accounts as to which the Sub-Adviser exercises
investment discretion. It is recognized that the services
provided by such brokers may be useful to the Sub-Adviser in
connection with the Sub-Adviser's services to other clients.
(h) On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Fund as well as
other clients, the Sub-Adviser may, to the extent permitted by
applicable law and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased in order to
obtain the best execution or lower brokerage commissions, if
any. In such event, allocation of the securities so sold or
purchased, as well as the expenses incurred in the
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transaction, will be made by the Sub-Adviser in the manner it
considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and, if applicable, to such
other clients.
(i) The Trust and the Adviser acknowledge that in order to comply
with U.S. securities laws and related regulatory requirements,
there may be periods when the Sub-Adviser will not be permitted
to initiate or recommend certain types of transactions in the
securities of issuers for which affiliates of the Sub-Adviser
performing investment banking services, and neither the Trust
nor the Adviser will be advised of that fact. For example,
during certain periods when affiliates of the Sub-Adviser are
engaged in an underwriting or other distribution of a company's
securities, the Sub-Adviser may be prohibited from purchasing
or recommending the purchase of certain securities of that
company for its clients. Similarly, the Sub-Adviser may on
occasion be prohibited from selling or recommending the sale of
securities of a company for which affiliates are providing
investment-banking services.
(j) The Sub-Adviser shall provide marketing support to the Adviser
in connection with the sale of Trust shares, as reasonably
requested by the Adviser. Such support shall include, but not
necessarily be limited to, presentations by the portfolio
manager designated from time to time by the Sub-Adviser to
manage the Sub-Adviser's duties under this Sub-advisory
agreement (the "Portfolio Manager") at investment seminars,
conferences and other industry meetings, provided that the
Sub-Adviser shall not be required to make the Portfolio Manager
available for purposes of this Section 2(j) more than three (3)
days per calendar month or what is mutually agreed upon. Any
materials utilized by the Adviser which contain any information
relating to the Sub-Adviser shall be submitted to the
Sub-Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Adviser.
Any materials utilized by the Sub-Adviser which contain any
information relating to the Adviser or the Trust shall be
submitted to the Adviser for approval prior to use, not less
than five (5) business days before such approval is needed by
the Sub-Adviser, which approval shall not be unreasonably
withheld.
(k) The Trust and the Adviser represent that the shareholders of
the Fund have approved this Sub-advisory agreement in
accordance with the 1940 Act and that they have delivered true
and correct copies to the Sub-Adviser of, and agree to promptly
notify and deliver to the Sub-Adviser all future amendments and
supplements to, the Prospectus, the Trust's Declaration of
Trust, the Trust's Bylaws, resolutions or other instructions of
the Trustees or the Adviser relevant to the Sub-Adviser's
performance of its duties under this Agreement, the Advisory
Agreement and the Trust's Declaration of Trust at least five
(5) business days prior to effectiveness.
(l) The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Sub-Advisory Agreement.
All other expenses to be incurred in the operation of the Fund
(other than those borne by the Adviser) will be borne by the
Fund, except to the extent specifically assumed by the
Sub-Adviser.
3. The Sub-Adviser agrees that all records which it maintains for the Fund
pursuant to Section 2(d) of this Subadvisory Agreement are the property
of the Trust and will promptly surrender any of such
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records to the Adviser upon the Trustees' or the Adviser's request. If
applicable, the Sub-Adviser shall preserve all records as required to be
maintained by U.S. law.
4. For performance of the services hereunder with respect to the Fund, the
Adviser shall pay the Sub-Adviser pursuant to the Fee Schedule contained
in Schedule B. The fee prescribed in Schedule B shall be calculated daily
and payable monthly in arrears at an annual rate per Schedule B of the
Fund's average daily net assets for the preceding month. Adviser shall be
responsible for certain of Sub-Adviser's expenses as set forth in
Schedule B.
5. The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust, Fund or the Adviser in
connection with the matters to which this Subadvisory Agreement relates,
except for 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 Subadvisory
Agreement. Notwithstanding any thing to the contrary, neither the Trust,
the Fund, nor the Sub-Adviser waive any of their respective rights under
U.S. law.
6. The term of this Subadvisory Agreement shall begin on the date first above
written, and unless sooner terminated as hereinafter provided, this
Subadvisory Agreement shall remain in effect for a period of two years
from the date of this Subadvisory Agreement. Thereafter, this Subadvisory
Agreement shall continue in effect with respect to the Funds from year to
year, subject to the termination provisions and all other terms and
conditions hereof; provided such continuance with respect to the Fund is
in accordance with the Trust's Declaration of Trust and the 1940 Act and
the rules thereunder. The Sub-Adviser shall furnish to the Trust or the
Adviser, promptly upon its request, such information as may reasonably be
necessary to evaluate the terms of this Subadvisory Agreement or any
extension, renewal or amendment thereof. This Subadvisory Agreement may be
terminated at any time by any party hereto, without the payment of any
penalty, upon sixty (60) days' prior written notice to the other parties.
This Sub-advisory Agreement shall terminate automatically in the event of
its assignment (as that term is defined in the 1940 Act and the rules
thereunder).
7. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall not, unless otherwise expressly provided
herein or authorized by the Trustees or the Adviser of the Trust from time
to time, have any authority to act for or represent the Fund or Trust in
any way or otherwise be deemed to be an agent of the Fund or the Trust.
8. This Subadvisory Agreement may be amended only by a writing signed by
both parties and in accordance with Trust's Declaration of Trust.
9. Any notice that is required to be given by the parties to each other under
the terms of this Subadvisory Agreement shall be in writing, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties
by notice to the other party:
(a) If to the Sub-Adviser:
Century Capital Management, Inc.
One Liberty Square
Boston, MA 02109
Phone: 617.482.3060
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Facsimile: 617.542.9398
Attn: Allan W. Fulkerson
(b) If to the Adviser:
Orbitex Management, Inc.
410 Park Avenue
New York, NY 10022 - 18th Floor
Phone: 212.891.7914
Facsimile: 212.891.7939
Attention: John W. Davidson
(c) If to the Trust:
Orbitex Group of Funds
410 Park Avenue
New York, NY 10022 - 18th Floor
Phone: 212.891.7900
Facsimile: 212.207.8464
Attention: M. Fyzul Khan
10. This Subadvisory Agreement shall be governed and construed in accordance
with the laws of the State of New York.
11. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Subadvisory
Agreement to be executed by their respective officers designated below
as of the day and year first above written.
ORBITEX Group of Funds
By: __________________________
M. Fyzul Khan, Vice President
ORBITEX Management, Inc.
By: ___________________________
John W. Davidson, President
Century Capital Management, Inc.
By: ____________________________
Allan W. Fulkerson, President
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SCHEDULE A
NAME OF FUND
ORBITEX Financial Services Fund
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SCHEDULE B
The compensation payable to the Sub-Adviser by the Adviser shall be as follows:
50 basis points on all accounts
Minimum annual fee of $50,000 calculated monthly
Upon any termination of this Subadvisory Agreement before the end of a month or
calendar year, the fee for such part of that month or calendar year shall be
prorated according to the proportion that such period bears to the full monthly
or yearly period and shall be payable upon the date of termination of this
Subadvisory Agreement. For the purpose of determining fees payable to the
Sub-Adviser, the value of the Fund's net assets shall be computed at the times
and in the manner specified in the Prospectus.
Adviser shall reimburse, upon receipt of Sub-Adviser's invoice, the travel,
lodging and reasonable out-of-pocket expenses incurred by the Portfolio Manager
at the direction of the Adviser in connection with attending investment
seminars, conferences and other industry meetings as provided in Section 2(j).
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