SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement ("AGREEMENT") is made as of
July 17, 2014, between Rothschild Larch Lane Management Company, a Delaware
limited liability company located at 000 Xxxxxxxxxxx Xxx., X-000, Xxx Xxxxx, XX
00000 ("MANAGER"), and Xxxxxx Capital Management Limited, a limited liability
company whose registered office is 00 Xxx Xxxxxx, Xxxxxx, XX0X 0XX
("SUB-ADVISER").
WITNESSETH:
WHEREAS, The Advisors' Inner Circle Fund III, a Delaware statutory
trust ("TRUST") is registered under the Investment Company Act of 1940, as
amended ("1940 ACT"), as an open-end management investment company and has
established one or more separate series of shares ("SERIES") with each Series
having its own assets and investment policies; and
WHEREAS, Trust has retained Manager to provide investment advisory
and administrative services to certain of the Series of the Trust pursuant to
an Investment Advisory Agreement dated July 17, 2014, which agreement
specifically provides for the retention of a sub-adviser to provide the
investment advisory services described therein; and
WHEREAS, Manager desires to retain Sub-Adviser to furnish investment
advisory and portfolio management services to the portion of each Series listed
in Schedule A hereto that has been allocated to Sub-Adviser by the Manager and
to the portion of such other Series of Trust hereinafter established as agreed
to from time to time by the parties ("ALLOCATED PORTION"), evidenced by an
addendum to Schedule A (hereinafter "SERIES" shall refer to each Series which
is subject to this Agreement), and the Sub-Adviser is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. SERVICES AND RESPONSIBILITIES OF THE SUB-ADVISER
INVESTMENT MANAGEMENT SERVICES. Subject to the general oversight of
the Manager, and in accordance with the Series' investment objectives, policies
and restrictions stated in the Trust's registration statement on Form N-1A with
respect to the Series, as amended and supplemented from time to time
("REGISTRATION STATEMENT"), the Sub-Adviser shall act as the investment
sub-adviser to the Series and, as such, shall (i) obtain and evaluate such
information relating to the securities markets and securities as it may deem
necessary or useful in discharging its responsibilities hereunder, (ii)
formulate a continuing program for the investment of the assets of the
Allocated Portion in a manner consistent with the Series' investment
objectives, policies and restrictions and the investment guidelines as provided
herein in Schedule B, as may be amended from time to time by mutual agreement
of the parties hereto, and (iii) determine from time to time securities or
other assets/instruments to be purchased, sold, retained, borrowed or lent by
the Allocated Portion, and implement those decisions, including the selection
of entities with or through which such purchases, sales or loans are to be
effected; provided, that the Sub-Adviser will place orders pursuant to its
investment determinations either directly with the issuer or with a broker or
dealer. The Sub-Adviser shall determine what portion
- 1 -
of the Allocated Portion's assets will be invested or held uninvested as cash.
To carry out such obligations, the Sub-Adviser shall exercise full discretion
and act for the Fund in the same manner and with the same force and effect as
the Fund itself might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon
written instructions from the Adviser, effect such portfolio transactions for
the Fund as the Adviser may from time to time direct; provided however, that
the Sub-Adviser shall not be responsible for any such portfolio transactions
effected upon written instructions from the Adviser. No reference in this
Agreement to the Sub-Adviser having full discretionary authority over the
Fund's investments shall in any way limit the right of the Adviser, in its sole
discretion, to establish or revise policies in connection with the management
of the Fund's assets or to otherwise exercise its right to control the overall
management of the Fund's assets.
The Manager has the right at any time to reallocate the portion of a
Series' assets allocated to the Allocated Portion pursuant to this Agreement if
the Manager deems such reallocation appropriate.
The Sub-Adviser will select brokers and dealers to effect all
portfolio transactions subject to the conditions set forth herein. The
Sub-Adviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions, if applicable. The Sub-Adviser is
directed at all times to seek to execute transactions for the Allocated Portion
in accordance with any written policies, practice or procedures that may be
established by the Board of Trustees of the Trust (the "BOARD") or the Manager
from time to time and which have been provided to the Sub-Adviser, consistent
with those described in the Series' Prospectus and Statement of Additional
Information ("SAI"), as each may be amended from time to time. In placing any
orders for the purchase or sale of investments for the Series, in the name of
the Allocated Portion or its nominees, the Sub-Adviser shall use its best
efforts to obtain for the Allocated Portion "best execution", considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement. In no instance will portfolio securities be
purchased from or sold to the Manager or the Sub-Adviser, or any of their
affiliated persons, except in accordance with the 1940 Act, the Investment
Advisers Act of 1940, as amended ("ADVISERS ACT"), and the rules under each,
and all other federal and state laws or regulations applicable to the Trust and
the Series.
Unless specifically permitted by the 1940 Act (and the rules
thereunder) and procedures adopted by the Board, on behalf of the Series, the
Sub-Adviser agrees that it will not execute any portfolio transactions for the
Allocated Portion with a broker or dealer which is (i) an affiliated person of
the Series, including the Manager or any sub-adviser for the Series; (ii) a
principal underwriter of the Series' shares; or (iii) an affiliated person of
such an affiliated person or principal underwriter; provided, in all cases,
that the Manager has provided the Sub-Adviser with a written list of all such
persons who are not affiliated persons of the Sub-Adviser, or affiliated
persons of such persons. The Sub-Adviser agrees that it will provide the
Manager with a written
- 2 -
list of brokers and dealers that are affiliates of the Sub-Adviser and will,
from time to time, update such list as necessary.
Subject to appropriate policies and procedures approved by the Board,
the Sub-Adviser may, to the extent authorized by Section 28(e) of the
Securities Exchange Act of 1934, as amended ("EXCHANGE ACT") cause the
Allocated Portion to pay a broker or dealer that provides brokerage or research
services to the Manager, the Sub-Adviser and the Allocated Portion an amount of
commission for effecting a Series transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Adviser determines, in good faith, that such amount of
commission is reasonable in relationship to the value of such brokerage or
research services provided viewed in terms of that particular transaction or
the Sub-Adviser's overall responsibilities to the Series or its other advisory
clients. Subject to seeking best execution, the Board or the Manager may direct
the Sub-Adviser to effect transactions in portfolio securities through
broker-dealers in a manner that will help generate resources to pay the cost of
certain expenses that the Trust is required to pay or for which the Trust is
required to arrange payment.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Allocated Portion as well as other
clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution.
Allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in the manner
which the Sub-Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Allocated Portion and to its other clients
over time.
Upon the Manager's reasonable request, the Sub-Adviser shall provide,
or procure the provision of, reasonable assistance to the Manager, the
custodian or recordkeeping agent for the Trust in order to help such party
determine the value of any assets of the Allocated Portion, consistent with the
procedures and policies stated in the Registration Statement, and the Trust's
Valuation Procedures, as may be amended and supplemented from time to time.
This assistance includes (but is not limited to): (i) (iii) upon the reasonable
request of the Manager or the custodian, providing information related to the
pricing of portfolio securities; and (ii) maintaining records with respect to
each instance of securities valuation assistance provided hereunder, and
providing such information to the Manager or the Trust upon reasonable request,
with such records being deemed Trust records. The parties acknowledge that the
Sub-Adviser and the custodian or recordkeeping agent of the Series may use
different pricing vendors, which may result in valuation discrepancies.
Notwithstanding the foregoing, the Manager understands and agrees that the
Board, and not the Sub-Adviser or any of its affiliates, is ultimately
responsible for the valuation of all portfolio securities or other assets held
by the Trust on behalf of the Series (including those held in the Allocated
Portion).
The Manager and the Trust, on behalf of the Series, hereby authorizes
any entity or person associated with the Sub-Adviser which is a member of a
national securities exchange to effect or execute any transaction on the
exchange for the account of the Series which is permitted by Section 11(a) of
the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby
- 3 -
consents to the retention of compensation for such transactions in accordance
with Rule 11a2-2(T)(a)(2)(iv).
The Sub-Adviser shall discharge the foregoing responsibilities in
compliance with applicable laws and regulations and consistent with the
investment objectives, policies and restrictions of the Series as adopted by
the Board, and subject to such further limitations as the Trust may from time
to time impose on the Series by written notice to the Sub-Adviser.
The Sub-Adviser will be an independent contractor and will have no
authority to act for or represent the Trust, Series or the Manager in any way
or otherwise be deemed an agent of the Trust, Series or the Manager except as
expressly authorized in this Agreement or another writing by the Trust, the
Manager and the Sub-Adviser.
1.1. ADMINISTRATIVE SERVICES. The Sub-Adviser shall:
1.1.1. BOOKS AND RECORDS. Assure that all records required
to be maintained and preserved by Trust and/or the Series with respect to
securities transactions of the Allocated Portion are maintained and preserved
by it or on its behalf in accordance with applicable laws and regulations.
1.1.2. REPORTS AND FILINGS. Provide reasonable assistance
as needed in the preparation of (but not pay for) all periodic reports by Trust
or the Series to shareholders of the Series and all reports and filings
required to maintain the registration and qualification of the Series, or to
meet other regulatory or tax requirements applicable to the Series, under
federal and state securities and tax laws. Sub-Adviser shall review draft
reports to shareholders, Registration Statements and other documents provided
to the Sub-Adviser (or portions thereof), in each case that relate to the
Allocated Portion or the Sub-Adviser, provide comments on such drafts on a
timely basis, and provide certifications or sub-certifications on a timely
basis as to the accuracy of the information relating to the Sub-Adviser or the
Allocated Portion contained in such reports or other documents. Sub-Adviser
will prepare and cause to be filed in a timely manner Form 13F and, if
required, Schedule 13G with respect to securities held in the Allocated
Portion.
1.1.3. REPORTS TO THE MANAGER AND THE BOARD OF TRUSTEES.
Prepare and furnish to Manager and/or the Board such reports, statistical data
and other information in such form and at such intervals as Manager and/or the
Board may reasonably request. Sub-Adviser shall also make available to the
Manager and the Board at reasonable times appropriate personnel as mutually
agreed by the Manager and Sub-Adviser, either in person or, at the mutual
convenience of the Manager, the Board and the Sub-Adviser, by telephone or
other electronic media, in order to review the investment policies, performance
and other matters relating to the management of the Series;
1.1.4. NOTIFICATIONS AND CERTIFICATIONS. The following
notifications and certifications shall be provided hereunder:
(i) Each party shall promptly notify the other in
the event that it becomes aware that it or any of its affiliates: (a) is, or
will likely be, subject to a statutory disqualification that prevents the party
from serving as Manager or Sub-Adviser to the Series; (b) fails to be
registered as an investment adviser under the Advisers Act or under the laws of
any
- 4 -
jurisdiction in which the party is required to be registered as an investment
adviser in order to act as Manager or Sub-Adviser; (c) is the subject of an
administrative proceeding or enforcement action by the U.S. Securities and
Exchange Commission (the "SEC") or other regulatory authority; (d) is, or to
the party's actual knowledge will likely be, served or otherwise receives
notice of any action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, or governmental
authority, involving the affairs of the Trust, the Sub-Adviser, or the Manager
or any of their affiliates; or (e) is involved in any pending litigation or
administrative proceeding brought against the party or any of its management
persons (as defined in Form ADV). The Sub-Adviser further agrees to notify the
Series and the Manager promptly of any material fact known to the Sub-Adviser
respecting or relating to the Sub-Adviser or the Series' investment strategy or
tactics that is not contained in the Registration Statement regarding the
Series, or any amendment or supplement thereto, but that is required to be
disclosed therein, and of any statement contained therein that becomes untrue
in any material respect. The Sub-Adviser will notify the Trust, the Manager and
the Board if its chief executive officer or any member of the portfolio
management team named in the Registration Statement for the Series changes, or
if there is, or there is expected to be, an actual change in control or
management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1
under the 1940 Act and Advisers Act, respectively. The Sub-Adviser will
promptly notify the Trust, the Manager and the Board of any change in the
Sub-Adviser's financial condition which could impact its abilities to perform
its duties hereunder and of any reduction in the amount of coverage under the
Sub-Adviser's errors and omissions or professional liability insurance
coverage;
(ii) The Sub-Adviser shall provide the Manager,
the Trust or the Board with such information and assurances regarding the
Sub-Adviser or the Allocated Portion (including certifications and
sub-certifications ) as the Manager, the Trust or the Board may reasonably
request from time to time in order to assist it in complying with applicable
laws, rules and regulations, including requirements in connection with the
Manager's, the Sub-Adviser's or the Board's fulfillment of its responsibilities
under Section 15(c) of the 1940 Act and the preparation and/or filing of the
Registration Statement, Form N-CSRs and Form N-Qs;
(iii) As reasonably requested by the Trust on
behalf of the Trust's officers and in accordance with the scope of
Sub-Adviser's obligations and responsibilities contained in this Agreement,
Sub-Adviser will provide reasonable assistance to the Trust in connection with
the Trust's compliance with the Xxxxxxxx-Xxxxx Act and the rules and
regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act.
Specifically, the Sub-Adviser agrees to (a) certify periodically, upon the
reasonable request of the Trust, that with respect to the Allocated Portion and
the Sub-Adviser's provision of portfolio management services hereunder, it is
in compliance in all material respects with all applicable "federal securities
laws", as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under
the Advisers Act; (b) upon reasonable request and reasonable prior notice,
cooperate with third-party audits arranged by the Trust to evaluate the
effectiveness of the Trust's compliance and internal controls; (c) upon
reasonable request and reasonable prior notice, provide the Trust's chief
compliance officer with direct access to its head of compliance (or his/her
designee); (d) upon reasonable request and reasonable prior notice, provide the
Trust's chief compliance officer with periodic reports ; (e) promptly provide
notice of any material compliance matters related to the Series; and (f) upon
reasonable notice to and reasonable request, provide the Manager with
- 5 -
access to the records relating to such compliance policies and procedures of
the Sub-Adviser as they relate to the Series; and
(iv) The Sub-Adviser has adopted a written code
of ethics that it reasonably believes complies with the requirements of Rule
17j-1 under the 1940 Act, which it has provided to the Adviser and the Trust.
The Sub-Adviser shall ensure that its Access Persons (as defined in the
Sub-Adviser's Code of Ethics) comply in all material respects with the
Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the
Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's
current Code of Ethics, as in effect from time to time, and (ii) a
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Sub-Adviser's
Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which
complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code
of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond
to requests for information from the Adviser and the Trust as to violations of
the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The
Sub-Adviser shall immediately notify the Adviser and the Trust of any material
violation of the Code, whether or not such violation relates to a security held
by any Fund.
1.1.5. OTHER SERVICES. The Sub-Adviser shall perform such
other functions of management and supervision as may be reasonably requested by
the Manager or the Trust, and agreed to in writing by the Sub-Adviser.
2. REPRESENTATIONS
2.1. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents
warrants and agrees that:
(i) It has all requisite power and
authority to enter into and perform its obligations under this Agreement, and
has taken all necessary corporate action to authorize its execution, delivery
and performance of this Agreement;
(ii) It is registered as an investment
adviser under the Advisers Act and will continue to be so registered during the
term of this Agreement;
(iii) It has adopted and implemented a
written code of ethics complying with the requirements of Rule 17j-1 under the
1940 Act (the "CODE OF ETHICS") and has provided the Manager and the Trust with
a copy of such Code of Ethics and will provide copies of any future amendments
thereto;
(iv) It has adopted and implemented
written policies and procedures, as required by Rule 206(4)-7 under the
Advisers Act, which are reasonably designed to prevent violations of federal
securities laws by the Sub-Adviser, its employees, officers, and agents
("COMPLIANCE PROCEDURES") and, the Manager and the Trust have been provided a
copy of a summary of the Compliance Procedures and will be provided with any
future amendments thereto;
- 6 -
(v) It has delivered to the Manager
copies of its Form ADV as most recently filed with the SEC and will provide the
Manager and the Trust with a copy of any future filings of Form ADV or any
amendments thereto;
(vi) It is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this
Agreement and will promptly notify the Manager and the Trust of the occurrence
of any event that could disqualify the Sub-Adviser from serving as an
investment adviser to a Series pursuant to Section 9(a) of the 1940 Act or
other applicable law, rule or regulation;
(vii) It shall use no material,
non-public information concerning portfolio companies that may be in or come
into its possession or the possession of any of its affiliates or employees,
nor will the Sub-Adviser seek to obtain any such information, in providing
investment advice or investment management services to the Series; and
It maintains an appropriate level of professional indemnity insurance coverage.
2.2. REPRESENTATIONS OF THE MANAGER: The Manager represents warrants
and agrees that:
It has all requisite power and
authority to enter into and perform its obligations under this Agreement, and
has taken all necessary corporate action to authorize its execution, delivery
and performance of this Agreement; and
It is registered as an investment
adviser under the Advisers Act and will continue to be so registered during the
term of this Agreement.
The Sub-Adviser has reviewed, and will
in the future review, the Registration Statement, summary prospectus,
prospectus, statement of additional information, periodic reports to
shareholders, reports and schedules filed with the Commission (including any
amendment, supplement or sticker to any of the foregoing) and advertising and
sales material relating to the Fund (collectively the "Disclosure Documents")
as and when furnished to the Sub-Adviser by the Fund or the Fund's service
providers and represents and warrants that, with respect to disclosure about
the Sub-Adviser, the manner in which the Sub-Adviser manages the Fund and
information relating directly or indirectly to the Sub-Adviser (the
"Sub-Adviser Disclosure"), such Disclosure Documents contain or will contain,
no untrue statement of any material fact and do not and will not omit any
statement of material fact required to be stated therein or necessary to make
the statements therein not misleading.
- 7 -
3. SUB-ADVISORY FEE
The Adviser shall pay to the Sub-Adviser, as compensation for the Sub-Adviser's
services hereunder, a fee, determined as described in Schedule C that is
attached hereto and made a part hereof. Such fee shall be computed daily and
paid not less than monthly in arrears by the Adviser. A Fund shall have no
responsibility for any fee payable to the Sub-Adviser.
The Sub-Adviser will be compensated based on the portion of Fund
assets allocated to the Sub-Adviser by the Adviser. The method for determining
net assets of a Fund for purposes hereof shall be the same as the method for
determining net assets for purposes of establishing the offering and redemption
prices of Fund shares as described in the Fund's prospectus. In the event of
termination of this Agreement, the fee provided in this Section shall be
computed on the basis of the period ending on the last business day on which
this Agreement is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the total number
of days in such month.
3.1.
3.2. EXPENSES
During the term of this Agreement, Sub-Adviser will pay all expenses
incurred by it in connection with its activities under this Agreement other
than the cost of securities (including brokerage commissions, if any) purchased
for the Allocated Portion and investment-related expenses reasonably incurred
by the Sub-Adviser that are directly related to portfolio transactions and
positions for the Allocated Portion (including direct expenses associated with
the Allocated Portion's investments, transfer taxes and premiums, taxes
withheld on foreign dividends, investment-related interest expense, borrowing
charges on securities sold short, dividends on securities sold but not yet
purchased and margin fees). The Sub-Adviser shall be responsible for all the
costs associated with any special meetings of the Board or shareholders
convened as a result of a change in control of the Sub-Adviser resulting in an
assignment of this Agreement under the 1940 Act (including, but not limited to,
reasonable legal fees associated with preparing a proxy statement and
associated mailing and solicitation costs).
4. OWNERSHIP AND HOLDING PERIOD OF RECORDS
All records required to be maintained and preserved by the Series
pursuant to the rules or regulations under Section 31(a) of the 1940 Act and
maintained and preserved by the Sub-Adviser on behalf of the Series are the
property of the Series and shall be surrendered by the Sub-Adviser promptly on
request by the Series or the Manager; provided, that the Sub-Adviser may at its
own expense make and retain copies of any such records. The Sub-Adviser agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any
such records required to be maintained by Rule 31a-1 under the 1940 Act.
5. TRANSACTIONS AND CUSTODY
The Sub-Adviser shall have the authority to instruct the custodian
designated by the Trust (the "CUSTODIAN"): (i) to pay cash for securities and
other property delivered to the Custodian, (ii) to deliver securities and other
property against payment for the Series, and (iii) to transfer
- 8 -
assets and funds to such brokerage accounts as the Sub-Adviser may designate,
all consistent with the powers, authorities and limitations set forth herein.
The Sub-Adviser shall not have authority to cause the Custodian to deliver
securities and other property, or pay cash to the Sub-Adviser except as
expressly provided herein. All transactions will be consummated by payment to
or delivery by the Custodian, or such depositories or agents as may be
designated by the Custodian in writing, of all cash and/or securities due to or
from the Allocated Portion, and the Sub-Adviser shall not have possession or
custody thereof. The Sub-Adviser shall advise the Custodian and confirm in
writing to the Trust, to the Manager and any other designated agent of the
Series, including the Series' administrator, all investment orders for the
Allocated Portion placed by it with brokers and dealers in the manner set forth
in Rule 31a-1 under the 1940 Act and as soon as practicable after the close of
business each day but no later than 11:00 a.m. Eastern time the following
business day. For purposes of the foregoing sentence, communication via
electronic means will be acceptable as agreed to in writing from time to time
by the Manager. The Trust shall issue to the Custodian such instructions as may
be appropriate in connection with the settlement of any transaction initiated
by the Sub-Adviser.
6. REPORTS TO SUB-ADVISER
The Manager shall furnish to the Sub-Adviser, in writing and in a
timely manner, such copies of the Registration Statement (including any
amendments or supplements thereto), financial statements, proxy statements,
reports, and other information relating to the Series' business and affairs as
the Sub-Adviser may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement.
7. CONFIDENTIALITY AND NON-EXCLUSIVITY
Neither party will disclose or use any records or information
obtained pursuant to this Agreement in any manner whatsoever except as
expressly authorized in this Agreement or as reasonably required to execute
transactions on behalf of the Series or as otherwise required by applicable law
or regulation, and each party will keep confidential any non-public information
obtained directly as a result of this relationship, and such party shall
disclose such non-public information only if the other party authorized such
disclosure by prior written consent, or if such information is or hereafter
otherwise is known by such party or has been disclosed, directly or indirectly,
by the other party to others, or becomes ascertainable from public or published
information or trade sources, or if such disclosure is expressly required or
requested by applicable regulatory authorities, or to the extent such
disclosure is reasonably required by auditors or attorneys of such party in
connection with the performance of their professional services or as may
otherwise be contemplated by this Agreement. Neither party shall disclose
information regarding the Series' or Allocated Portion's trading history,
portfolio holdings, performance information or any other related information to
any third-party, except in compliance with the Trust's policies on disclosure
of portfolio holdings or as required by applicable law or regulation.
Sub-Adviser may not consult with any other sub-adviser of the Series
concerning transactions in securities or other assets for any investment
portfolio of the Trust, including the Series, except that such consultations
are permitted between the current and successor sub-
- 9 -
advisers of a Series in order to effect an orderly transition of sub-advisory
duties so long as such
consultations are not concerning transactions prohibited by Section 17(a) of
the 1940 Act.
8. NON-EXCLUSIVITY. The services furnished by the Sub-Adviser under
this Agreement are not to be deemed exclusive, and except as the Sub-Adviser
may otherwise agree in writing, the Sub-Adviser shall be free to furnish
similar services to others. Nothing in this Agreement shall limit or restrict
the right of any director, officer or employee of the Sub-Adviser to engage in
any other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar nature
or a dissimilar nature.
9. PROXY VOTING
The Sub-Adviser shall: (i) vote all proxies solicited by or with
respect to the issuers of securities in which the assets of the Allocated
Portion may be invested in accordance with the Sub-Adviser's proxy voting
policies and procedures, as presented to the Trust, and in a manner that the
Sub-Adviser reasonably believes best serves the interests of the Series'
shareholders and that complies with applicable law; (ii) maintain records of
all proxies voted on behalf of the Series in respect of the Allocated Portion;
and (iii) provide information to the Trust, Manager or their designated agent
in a manner that is sufficiently complete and timely to ensure the Trust's
compliance with its filing obligations under Rule 30b1-4 of the 1940 Act.
10. USE OF NAMES AND LOGOS
The Sub-Adviser hereby consents to the use of its name and the names
of its affiliates in the Trust's disclosure documents and shareholder
communications and, subject to the prior written consent of the Sub-Adviser, in
advertising, sales literature and similar communications, which consent shall
not be unreasonably withheld. The Sub-Adviser shall not use the name or any
tradename, trademark, trade device, service xxxx, symbol or any abbreviation,
contraction or simulation thereof of the Manager, the Trust, the Series or any
of their affiliates in its marketing materials unless it first receives prior
written approval of the Manager, except as required by law or regulation. It is
understood that the name of each party to this Agreement, and any derivatives
thereof or logos associated with that name, is the valuable property of the
party in question and its affiliates, and that each other party has the right
to use such names pursuant to the relationship created by, and in accordance
with the terms of, this Agreement only so long as this Agreement shall continue
in effect. Upon termination of this Agreement, the parties shall forthwith
cease to use the names of the other parties (or any derivative or logo) as
appropriate and to the extent that continued use is not required by applicable
laws, rules and regulations.
11. LIMITATION OF LIABILITY; INDEMNIFICATION
(a) The Sub-Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) only of Disclosure Documents
with respect to Sub-Adviser disclsoure .
- 10 -
(b) The Sub-Adviser shall be liable to the Fund for any loss
(including transaction costs) incurred by the Fund as a result of any
investment made by the Adviser in contravention of: (i) any investment policy,
guideline or restriction set forth in the Registration Statement or as approved
by the Board from time to time and provided to the Sub-Adviser, as well as any
trade errors for which the Sub-Adviser is responsible; or (ii) applicable law,
including but not limited to the 1940 Act and the Code (including but not
limited to the Fund's failure to satisfy the diversification or source of
income requirements of Subchapter M of the Code) (the investments described in
this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust with
respect to each Fund managed by the Sub-Adviser, each affiliated person of the
Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person
who controls the Trust within the meaning of Section 15 of the 1933 Act (any
such person, an "Indemnified Party") against any and all losses, claims,
damages, expenses or liabilities (including the reasonable cost of
investigating and defending any alleged loss, claim, damage, expense or
liability and reasonable counsel fees incurred in connection therewith) to
which any such person may become subject under the 1933 Act, the 1934 Act, the
1940 Act or other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages, expenses or liabilities
(or actions in respect thereof) arise out of or are based upon: (i) a breach by
the Adviser of this Agreement or of the representations and warranties made by
the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's
performance or non-performance of its duties hereunder to the extent that the
Adviser has acted with willful misfeasance, bad faith, or negligence or with
reckless disregard of its obligations and duties hereunder or (iv) any untrue
statement or alleged untrue statement of a material fact contained in any
Disclosure Document or the omission or alleged omission from a Disclosure
Document of a material fact required to be stated therein or necessary to make
the statements therein not misleading, for purposes of this Section 14(c)(iv)
solely with respect to the Sub-Adviser Disclosure (it being understood,
however, that this indemnification and agreement to hold harmless shall not
apply to the extent that any such untrue statement, alleged untrue statement,
omission or alleged omission is the result of any change made to any applicable
Disclosure Document without the written consent or other acknowledgment of the
Adviser from and after the time that such Disclosure Document has been reviewed
by the Adviser, as contemplated in Section 7(c) hereof); provided, however,
that nothing herein shall be deemed to protect any Indemnified Party who is a
Trustee or officer of the Trust against any liability to the Trust or to its
shareholders to which such Indemnified Party would otherwise be subject by
reason or willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office with
the Trust.
(d) For purposes of clarification, and subject to the above
provisions of this Section 14, except with respect to Sub-Adviser Disclosure or
Improper Investments, the Sub-Adviser shall not be liable for any error of
judgment or mistake of law, or for any loss arising out of any investment or
for any act or omission in the execution of securities transactions for the
Fund, provided that nothing in this Agreement shall protect the Sub-Adviser
against any liability to the Fund to which the Sub-Adviser would otherwise be
subject by reason of willful misfeasance, bad faith, or negligence in the
performance of its duties hereunder or by reason of its reckless disregard of
its obligations and duties hereunder.
- 11 -
12. AMENDMENT OR ASSIGNMENT OF AGREEMENT
Any amendment to this Agreement shall be in writing signed by the
parties hereto; provided, that no such amendment shall be effective unless
authorized on behalf of any Series (i) by resolution of the Board, including
the vote or written consent of a majority of the Board who are not parties to
this Agreement or interested persons of either party hereto, and (ii) as and to
the extent required under the 1940 Act, by vote of a majority of the
outstanding voting securities of the applicable Series. This Agreement shall
terminate automatically and immediately in the event of its assignment.
13. TERM AND TERMINATION OF AGREEMENT
13.1. This Agreement shall become effective as of the date executed
and shall remain in full force and effect continually thereafter, subject to
renewal as provided in Section 12(c) and unless terminated automatically as set
forth in Section 11 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to the Fund, upon the affirmative vote
of a majority of the outstanding voting securities of the Fund; or
(b) The Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Sub-Adviser; or
(c) The Sub-Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Adviser; or
(d) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust, the
Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on
such approval; or (ii) the vote of a majority of the outstanding voting
securities of the Fund; provided, however, that 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 of this Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund
in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and
(e) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the Sub-Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Fund and with
respect to any of its assets, except as expressly directed by the Adviser or as
otherwise required by any fiduciary duties of the Sub-Adviser under applicable
law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records to
the
- 12 -
Adviser by such means and in accordance with such schedule as the Adviser shall
direct and shall otherwise cooperate, as reasonably directed by the Adviser, in
the transition of portfolio asset management to any successor of the
Sub-Adviser, including the Adviser.
14. INTERPRETATION AND DEFINITION OF TERMS
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretation thereof, if any, by the United States courts or,
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to the 1940 Act.
Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested person," "assignment" and "affiliated person," as used
in this Agreement shall have the meanings assigned to them by Section 2(a) of
the 1940 Act. In addition, when the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is modified, interpreted or
relaxed by a rule, regulation or order of the SEC, whether of special or of
general application, such provision shall be deemed to incorporate the effect
of such rule, regulation or order.
15. CHOICE OF LAW
This Agreement is made and to be principally performed in the State
of New York and except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
New York.
16. CHANGE IN THE SUB-ADVISER'S OWNERSHIP. The Sub-Adviser agrees
that it shall notify the Trust of any anticipated or otherwise reasonably
foreseeable change in the ownership of the Sub-Adviser within a reasonable time
prior to such change being effected.
17. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
18. CAPTIONS
The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
19. EXECUTION IN COUNTERPARTS; ELECTRONIC DELIVERY
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same
instrument.
- 13 -
Signatures on this Agreement may be communicated by electronic transmission
(which shall
include facsimile or email) and shall be binding upon the parties so
transmitting their signatures.
[SIGNATURE PAGE FOLLOWS]
- 14 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
ROTHSCHILD LARCH LANE MANAGEMENT
COMPANY
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Manager
XXXXXX CAPITAL MANAGEMENT LIMITED
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Director
- 15 -
SUB-ADVISORY AGREEMENT
SCHEDULE A
SERIES OF INVESTMENT SERIES TRUST
Rothschild Larch Lane Alternatives Fund
- 16 -
