INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made as of the 26th day of June, 2007, by and among Quantitative Management
Associates LLC, a limited liability company organized under New Jersey law
located at Xxx Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 (the
“Sub-Advisor”), and Envestnet Asset Management a Delaware
corporation located at 00 X Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (the
“Advisor”).
WHEREAS,
Trust for Professional Managers, a Delaware statutory trust located at 000
X.
Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000 (the “Trust”), is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the PMC Small Cap Core Fund (the “Fund”) is a separate series
of the Trust having separate assets and liabilities;
WHEREAS,
the Advisor and the Sub-Advisor are each engaged in the business of rendering
investment advice; and
WHEREAS,
the Advisor and Sub-Advisor are each registered as investment advisors under
the
Investment Advisers Act of 1940, as amended (the “Advisers
Act”); and
WHEREAS,
the Trust on behalf of the Fund has retained the Advisor to render investment
management services to the Fund pursuant to an Investment Advisory Agreement
dated as of June 26, 2007 (the “Investment Advisory Agreement”);
and
WHEREAS,
the Investment Advisory Agreement allows the Advisor to delegate certain of
its
responsibilities under the Investment Advisory Agreement to others;
and
WHEREAS,
the Advisor seeks to delegate certain of its responsibilities under the
Investment Advisory Agreement to the Sub-Advisor pursuant to this Investment
Sub-Advisory Agreement (the “Agreement”).
NOW,
THEREFORE, WITNESSETH: That it is agreed among the parties hereto as
follows:
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1.
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APPOINTMENT
OF SUB-ADVISOR.
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(a)
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Acceptance. The
Sub-Advisor is hereby appointed and the Sub-Advisor hereby accepts
the
appointment, on the terms herein set forth and for the compensation
herein
provided, to act as investment adviser to that portion of the Fund’s
portfolio designated by the Advisor (the
“Portfolio”).
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(b)
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Independent
Contractor. The Sub-Advisor shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
be
deemed an agent of the Fund.
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(c)
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The
Sub-Advisor’s Representations. The Sub-Advisor 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.
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The
Sub-Advisor represents, warrants and agrees that it is registered as an adviser
under the Advisers Act. The Sub-Advisor will promptly notify the
Advisor of the occurrence of any event that would disqualify the Sub-Advisor
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
The
Sub-Advisor has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the 1940 Act and, if it has not already done so, will
provide the Advisor and the Trust with a copy of such code of
ethics. On at least an annual basis, the Sub-Advisor will comply with
the reporting requirements of Rule 17j-1, which may include (i) certifying
to
the Advisor that the Sub-Advisor and its access persons have complied with
the
Sub-Advisor’s code of ethics with respect to the Portfolio, and (ii) identifying
any material violations which have occurred with respect to the
Portfolio. Upon reasonable notice from and the reasonable request of
the Advisor, the Sub-Advisor shall permit the Advisor, its employees and its
agent to examine the reports relating to the Portfolio required to be made
by
the Sub-Advisor pursuant to Rule 17j-1 and all other records relevant to the
Sub-Advisor’s code of ethics and related to the Portfolio.
The
Sub-Advisor 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 the Adviser’s Act by the Sub-Advisor, its employees,
officers, and other “supervised persons.”. Upon reasonable notice to
and reasonable request, the Sub-Advisor shall provide the Advisor with access
to
the records relating to such policies and procedures as they relate to the
Portfolio. The Sub-Advisor will also provide, at the reasonable
request of the Advisor, periodic certifications, in a form reasonably acceptable
to the Advisor, attesting to such written policies and procedures.
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(d)
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The
Advisor’s Representations. The Advisor 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.
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The
Advisor further represents, warrants and agrees that it has the authority under
the Investment Advisory Agreement to appoint the Sub-Advisor.
The
Advisor further represents and warrants that it has received a copy of
Part II of the Sub-Advisor’s Form ADV not less than 48 hours before the date it
has executed this Agreement.
The
Advisor further represents and warrants that the Fund is either (i)
excluded from the definition of the term “pool” under Section 4.5 of the General
Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying
entity under Rule 4.5(b) for which a notice of eligibility has been
filed.
The
Advisor has provided the Sub-Advisor with the Fund’s most current prospectus and
statement of additional information contained in the Trust’s registration
statement (collectively, the “Prospectus”) and the Trust’s Code
of Ethics and instructions, policies and directions of the Trustees pertaining
to the Advisor and the Fund, as in effect from time to time. The
Advisor shall promptly furnish to the Sub-Advisor copies of all material
amendments or supplements to the foregoing documents.
The
Advisor will provide timely information to the Sub-Advisor regarding such
matters as inflows to and outflows from the Fund and the cash requirements
of,
and cash available for investment in, the Fund.
The
Advisor will timely provide the Sub-Advisor with copies of monthly accounting
statements for the Fund, and such other information as may be reasonably
necessary or appropriate in order for the Sub-Advisor to perform its
responsibilities hereunder.
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(e)
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Plenary
authority of the Board of Trustees. The Sub-Advisor and
Advisor both acknowledge that the Fund is a mutual fund that operates
as a
series of the Trust under the authority of the Trust’s Board of Trustees
(the “Board of Trustees”).
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2.
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PROVISION
OF INVESTMENT SUB-ADVISORY
SERVICES.
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Within
the framework of the fundamental policies, investment objectives, and investment
restrictions of the Fund, and subject to the supervision and review of the
Advisor and the Board of Trustees, the Sub-Advisor shall have the sole and
exclusive responsibility for the making of all investment decisions for the
Portfolio, including purchase, retention and disposition of securities, in
accordance with the Fund’s investment objectives, policies and restrictions as
stated in the Prospectus.
As
of the
date of this Agreement approximately 33% of the Fund’s investable assets will be
allocated to the Portfolio, and on each business day during the term of this
Agreement the same percentage of the net cash derived from purchases, or
required for redemptions, of Fund shares will normally be added to or withdrawn
from the Portfolio; provided, however, that the Advisor has the right at any
time to reallocate the portion of the Fund’s assets allocated to the Portfolio
pursuant to this Agreement if the Advisor deems such reallocation
appropriate.
For
the
purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule
17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby
agrees that: (i) with respect to transactions in securities or other
assets for the Fund, it will not consult with any other sub-advisor to the
Fund,
or with any sub-advisor that is principal underwriter for the Fund or an
affiliated person of such principal underwriter; (ii) with respect to
transactions in securities or other assets for a PMC Fund, it will not consult
with any sub-advisor to a separate series of the Trust for which the Advisor
serves as investment advisor (a “PMC Fund”), or with any sub-advisor to a PMC
Fund that is a principal underwriter to a PMC Fund or an affiliated person
of
such principal underwriter; and (iii) its responsibility in providing investment
advisory services to the Fund shall be limited solely to that portion of the
Fund’s portfolio designated by the Advisor; provided Advisor delivers to
Sub-Advisor a list of all current sub-advisors to the Fund, sub-advisors to
any
other PMC Fund and such affiliated persons to which this restriction
applies.
The
Sub-Advisor will, at its own expense:
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(a)
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advise
the Advisor in connection with investment policy decisions to be
made by
it regarding the Fund and, upon request, furnish the Advisor with
research, economic and statistical data in connection with the Fund’s
investments and investment policies as is reasonable given the
quantitative nature of the advisory services
provided;
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(b)
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submit
such reports and information as the Advisor or the Fund may reasonably
request to assist the Fund’s custodian (the “Custodian”), administrator or
fund accounting agent, in its or their determination of the market
value
of securities held in the Fund;
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(c)
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place
orders for purchases and sales of portfolio investments for the
Fund;
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(d)
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give
instructions to the Custodian concerning the delivery of securities
and
transfer of cash for the Fund;
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(e)
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maintain
and preserve the records relating to its activities hereunder required
by
applicable law to be maintained and preserved by the Advisor, to
the
extent not maintained by the Advisor or another agent of the Fund,
and the
Sub-Advisor hereby agrees that all records which it maintains for
the Fund
are the property of the Fund and further agrees to surrender promptly
to
the Fund copies of any such records upon the Fund’s request; provided,
however, Sub-Advisor may retain copies of such documents it deems
reasonable to meet any legal or regulatory requirements of the
Sub-Advisor;
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(f)
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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, provide the Custodian
with copies of trade tickets for each transaction effected for the
Fund,
provide copies to the Advisor upon request, and promptly forward
to the
Custodian copies of all brokerage or dealer
confirmations;
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(g)
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as
soon as practicable following the end of each calendar month, provide
the
Advisor with written statements showing all transactions effected
for the
Fund during the month, a summary listing all investments held in
the Fund
as of the last day of the month, and such other information as the
Advisor
may reasonably request in connection with any accounting services
that the
Advisor or its agents provide for the Fund. Advisor
acknowledges that Sub-Advisor and Custodian or the Fund’s accounting agent
may use different pricing vendors, which may result in valuation
discrepancies;
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(h)
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absent
specific instructions to the contrary provided to it by the Advisor,
and
subject to its receipt of all necessary voting materials, vote all
proxies
with respect to investments of the Fund in accordance with the
Sub-Advisor’s proxy voting policy as most recently provided to the
Advisor. The Sub-Advisor shall use its good faith judgment in a
manner which it reasonably believes best serves the interests of
the
Fund’s shareholders to vote or abstain from voting all proxies solicited
by or with respect to the issuers of securities in the
Portfolio. The Sub-Advisor’s obligations in the previous
sentence are contingent upon its timely receipt of such proxy solicitation
materials, which the Advisor shall cause to be forwarded to the
Sub-Advisor. The Sub-Advisor further agrees that it will
provide the Board of Trustees, as the Board may reasonably request,
with a
written report of the proxies voted during the most recent 12-month
period
or such other period as the Board may designate, in a format that
shall
comply with the 1940 Act. Upon reasonable request, the
Sub-Advisor shall provide the Advisor with all proxy voting records
relating to the Portfolio, including but not limited to those required
by
Form N-PX. Upon request of the Advisor, the Sub-Advisor will request
its
proxy voting service to provide an annual certification attesting
to the
accuracy and completeness of such proxy voting
records.
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(i)
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inform
the Advisor and the Board of Trustees of material changes in investment
strategy or tactics or the portfolio managers of the
Portfolio;
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(j)
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furnish
to the Board of Trustees such information as may reasonably be necessary
in order for such Trustees to evaluate this Agreement or any proposed
amendments hereto for the purpose of casting a vote pursuant to Section
7
hereof;
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(k)
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notify
the Advisor of any material changes in its ownership within a reasonable
time prior to such changes; and
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(l)
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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 Securities and Exchange Commission thereunder,
and Rule
38a-1 of the 1940 Act. Such assistance shall include, but not
be limited to, (i) certifying periodically, upon the reasonable request
of
the Trust, that it is in compliance with all applicable “federal
securities laws,” with respect to the Portfolio as required by Rule
38a-1(e)(1) under the 1940 Act, and Rule 206(4)-7 under the Advisers
Act;
(ii) facilitating and cooperating with third-party audits arranged
by the
Trust to evaluate the effectiveness of its compliance controls with
respect to the Portfolio; and (iii) providing the Trust’s chief compliance
officer with direct access to its compliance personnel; (iv) providing
the
Trust’s chief compliance officer with reasonable periodic reports; and
(v)
promptly providing reasonable special reports to the Trust’s chief
compliance officer in the event of compliance
problems.
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3.
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ALLOCATION
OF EXPENSES.
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Each
party to this Agreement shall bear the costs and expenses of performing its
obligations hereunder. In this regard, the Advisor specifically
agrees that the Fund shall assume the expense of:
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(a)
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brokerage
commissions for transactions in the portfolio investments of the
Fund and
similar fees and charges for the acquisition, disposition, lending
or
borrowing of such portfolio
investments;
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(b)
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custodian
fees and expenses;
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(c)
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all
taxes, including issuance and transfer taxes, and reserves for taxes
payable by the Fund to federal, state or other government agencies;
and
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(d)
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interest
payable on any Fund borrowings.
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The
Sub-Advisor specifically agrees that with respect to the operation of the Fund,
the Sub-Advisor shall be responsible for (i) providing the personnel, office
space and equipment reasonably necessary to perform its duties hereunder with
respect to the Portfolio of the Fund, and (ii) the costs of any special Board
of
Trustees meetings or shareholder meetings convened for the primary benefit
of
the Sub-Advisor, including any expenses of a proxy solicitation due to a change
of control of the Sub-Advisor. Nothing in this Agreement shall alter
the allocation of expenses and costs agreed upon between the Fund and the
Advisor in the Investment Advisory Agreement or any other agreement to which
they are parties.
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4.
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SUB-ADVISORY
FEES.
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For
all
of the services rendered with respect to the Fund as herein provided, the
Advisor shall pay to the Sub-Advisor a fee (for the payment of which the Fund
shall have no obligation or liability), based on the Current Net Assets of
the
Portfolio (as defined below), as set forth in Schedule A attached hereto and
made a part hereof. Such fee shall be accrued daily and payable
quarterly, as soon as practicable after the last day of each calendar
quarter. In the case of termination of this Agreement with respect to
the Fund during any calendar month, the fee with respect to such Portfolio
accrued to, but excluding, the date of termination shall be paid promptly
following such termination. For purposes of computing the amount of
advisory fee accrued for any day, “Current Net Assets” shall mean the
Portfolio’s net assets as of the most recent preceding day for which the Fund’s
net assets were computed.
5. PORTFOLIO
TRANSACTIONS.
In
connection with the investment and reinvestment of the assets of the Portfolio,
the Sub-Advisor is authorized to select the brokers or dealers that will execute
purchase and sale transactions for the Portfolio and to use all reasonable
efforts to obtain the best available price and most favorable execution with
respect to all such purchases and sales of portfolio securities for said
Portfolio. The Sub-Advisor shall maintain records adequate to
demonstrate compliance with the requirements of this section. Subject
to the policies as the Board of Trustees may determine and consistent with
Section 28(e) of the Securities Exchange Act of 1934, as amended, the
Sub-Advisor shall have the right to follow a policy of selecting brokers who
furnish brokerage and research services to the Fund or to the Sub-Advisor,
and
who charge a higher commission rate to the Fund than may result when allocating
brokerage solely on the basis of seeking the most favorable price and
execution. The Sub-Advisor shall determine in good faith that such
higher cost was reasonable in relation to the value of the brokerage and
research services provided and shall make reasonable reports regarding such
determination and description of the products and services obtained if so
requested by the Fund.
The
Advisor authorizes and empowers the Sub-Advisor to direct the Custodian to
open
and maintain brokerage accounts for securities and other property, including
financial and commodity futures and commodities and options thereon (all such
accounts hereinafter called “brokerage accounts”) for and in the name of the
Fund and to negotiate and execute for the Fund as its agent and attorney-in-fact
customer agreements with such broker or brokers as the Sub-Advisor shall select
as provided above. The Sub-Advisor may, using such of the securities
and other property in the Fund as the Sub-Advisor deems necessary or desirable,
direct the Custodian to deposit for the Fund original and maintenance brokerage
and margin deposits and otherwise direct payments of cash, cash equivalents
and
securities and other property into such brokerage accounts and to such brokers
as the Sub-Advisor deems desirable or appropriate. The Sub-Advisor
shall cause all securities and other property purchased or sold for the Fund
to
be settled at the place of business of the Custodian or as the Custodian shall
direct. All securities and other property of the Fund shall remain in
the direct or indirect custody of the Custodian. The Sub-Advisor
shall notify the Custodian as soon as practicable of the necessary information
to enable the Custodian to effect such purchases and sales.
The
Sub-Advisor further shall have the authority to instruct the Custodian (i)
to
pay cash for securities and other property delivered to the Custodian for the
Fund, (ii) to deliver securities and other property against payment for the
Fund, and (iii) to transfer assets and funds to such brokerage accounts as
the
Sub-Advisor may designate, all consistent with the powers, authorities and
limitations set forth herein. The Sub-Advisor shall not have
authority to cause the Custodian to deliver securities and other property,
or
pay cash to the Sub-Advisor.
6. LIABILITY;
STANDARD OF CARE.
The
Sub-Advisor, its affiliates, agents and employees, shall be indemnified by
the
Advisor against all liabilities, losses or claims (including reasonable expenses
arising out of defending such liabilities, losses or claims):
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(a)
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arising
from the Fund’s or the Advisor’s directions to the Sub-Advisor or
Custodian, or brokers, dealers or others with respect to the making,
retention or sale of any investment or reinvestment hereunder;
or
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(b)
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arising
from the acts or omissions of the Advisor, the Custodian or the Fund,
their respective affiliates, agents or
employees;
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except
for any such liability or loss which is due to the negligence, willful
misconduct, or lack of good faith of the Sub-Advisor, its affiliates, agents
and
employees, or the Sub-Advisor’s reckless disregard of its duties and
obligations. The Sub-Advisor shall also be without liability
hereunder for any action taken or omitted by it in good faith and without
negligence.
The
Sub-Advisor shall comply with all applicable laws and regulations in the
discharge of its duties under this Agreement; shall comply with the investment
policies, guidelines and restrictions of the Fund; shall act at all times in
the
best interests of the Fund; and shall discharge its duties with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in
the
conduct of a similar enterprise.
The
Sub-Advisor shall not be deemed by virtue of this Agreement to have made any
representation or warranty that any level of investment performance or level
of
investment results will be achieved.
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7.
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TERM
AND TERMINATION OF THIS AGREEMENT; NO
ASSIGNMENT
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(a) This
Agreement shall go into effect as to the Fund at the time the Fund commences
operations pursuant to an effective amendment to the Trust’s Registration
Statement under the Securities Act of 1933, as amended, and shall remain in
effect for two years from the date herein, unless sooner terminated as
hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (l) year so long as such
continuation is approved for the Fund at least annually by (i) the Board of
Trustees or by the vote of a majority of the outstanding voting securities
of
the Fund and (ii) the vote of a majority of the Trustees of the Trust who are
not parties to this Agreement nor interested persons thereof, cast in person
at
a meeting called for the purpose of voting on such approval. The terms “majority
of the outstanding voting securities” and “interested persons” shall have the
meanings as set forth in the 1940 Act;
(b) This
Agreement may be terminated by the Trust on behalf of the Fund at any time
without payment of any penalty, by the Board of Trustees, by the Advisor, or
by
vote of a majority of the outstanding voting securities of the Fund without
the
payment of any penalties, upon sixty (60) days’ written notice to the
Sub-Advisor, and by the Sub-Advisor upon sixty (60) days’ written notice to the
Fund and the Advisor. In the event of a termination, the Sub-Advisor
shall cooperate in the orderly transfer of the Fund’s affairs and, at the
request of the Board of Trustees or the Advisor, transfer any and all books
and
records of the Fund maintained by the Sub-Advisor on behalf of the Fund;
provided, however, Sub-Advisor may retain copies of such documents it deems
reasonable to meet any legal or regulatory requirements of the
Sub-Advisor;
(c) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the 1940 Act; and
(d) This
Agreement will also terminate in the event that the Investment Advisory
Agreement is terminated.
8. SERVICES
NOT EXCLUSIVE.
The
services of the Sub-Advisor to the Fund are not to be deemed exclusive and
it
shall be free to render similar services to others, including Sub-Advisors
proprietary accounts and accounts of affiliates, so long as its services
hereunder are not materially impaired thereby. It is specifically
understood that directors, officers and employees of the Sub-Advisor and of
its
subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment advisory
clients. The Sub-Advisor may, at any time, buy or sell, or may direct
or recommend that another person buy or sell, securities of the same kind or
class that are purchased or sold for the Portfolio, at a price which may or
may
not differ from the price of the securities purchased or sole for the
Portfolio. In addition, the Sub-Advisor may, at any time, execute
trades of securities of the same kind or class in one direction for an account
and trade in the opposite direction or not trade for any other account,
including the Portfolio, due to differences in investment strategy or client
direction.
9. AGGREGATION
OF ORDERS.
Nothing
in this Agreement shall preclude the combination of orders for the sale or
purchase of securities of the Portfolio with those for other accounts managed
by
the Sub-Advisor or its affiliates. When a security proposed to be
purchased or sold for the Portfolio is also to be purchased or sold for other
accounts managed by the Sub-Advisor at the same time, the Sub-Advisor may
aggregate such orders and shall allocate such purchases or sales on a pro-rata,
rotating or other equitable basis so as to avoid any one account being
systematically preferred over any other account.
10. NO
BORROWING.
The
Sub-Advisor agrees that neither it nor any of its officers or employees shall
borrow from the Fund or pledge or use the Fund's assets in connection with
any
borrowing not directly for the Fund's benefit. For this purpose, failure to
pay
any amount due and payable to the Fund for a period of more than thirty (30)
days shall constitute a borrowing.
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11.
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ENTIRE
AGREEMENT; AMENDMENT;
SEVERABILITY.
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No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all
parties. This Agreement constitutes the entire agreement
between the parties with respect to the Portfolio, and supersedes any prior
oral
or written agreements with respect to the Portfolio. If any provision
of this Agreement shall be held or made invalid by a statute, rule, regulation,
decision of a tribunal or otherwise, the remainder of this Agreement shall
not
be affected thereby.
12. DISCLOSURE
OF INFORMATION.
Each
party shall use its best efforts to treat all information and advice furnished
by the other party to it pursuant to this Agreement as confidential and to
avoid
disclosing same to third parties; provided, however, Sub-Advisor may disclose
information (i) to affiliates of Sub-Advisor; (ii) to the Custodian of the
Portfolio; (iii) to brokers and dealers that are counterparties for trades
for
the Portfolio; (iv) to futures commission merchants executing or clearing
transactions in connection with the Portfolio; (v) to third party service
providers subject to confidentiality agreements; (vi) as required by law, court
order or other regulating authority; (vii) as requested by regulatory or
governmental authorities or auditors; and (viii) as otherwise agreed to in
writing by the Advisor. Information that (a) was or becomes generally
available to the public, other than as a result of disclosure by the other
party; (b) was or becomes available to the other party on a non-confidential
basis from a source other than the party, which source is not known to be bound
by any obligations of confidentiality; or (c) is independently developed by
the
other party without reference to or reliance on information or advice furnished
pursuant to this Agreement, will not be considered confidential for purposes
of
this paragraph.
Pursuant
to the rules promulgated under Section 326 of the USA PATRIOT Act,
broker-dealers are required to obtain, verify and record information which
identifies each person who opens an account with them. In accordance
therewith, the parties hereto acknowledge and agree that broker-dealers whom
the
Sub-Advisor selects to execute transactions for the Portfolio on the
Sub-Advisor’s behalf may seek identifying information about the Sub-Advisor
and/or the Advisor and Portfolio and the Sub-Advisor will provide such
information to such broker-dealers, if requested.
Advisor
agrees that it will not provide Sub-Advisor with any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation
S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “G-L-B
Act”).
13. ANTI-MONEY
LAUNDERING COMPLIANCE.
The
Sub-Advisor acknowledges that, in compliance with the Bank Secrecy Act, as
amended, the USA PATRIOT Act, and any implementing regulations thereunder
(together, “AML Laws”), the Trust has adopted an Anti-Money Laundering
Policy. The Sub-Advisor agrees to comply with the Trust’s Anti-Money
Laundering Policy and the AML Laws, as the same may apply to the Sub-Advisor,
now and in the future. The Sub-Advisor further agrees to provide to
the Trust and/or the Fund’s administrator such reports, certifications and
contractual assurances as may be reasonably requested by the Trust. The Trust
may disclose information regarding the Sub-Advisor to governmental and/or
regulatory or self-regulatory authorities to the extent required by applicable
law or regulation and may file reports with such authorities as may be required
by applicable law or regulation.
14. NOTICES.
Notices
and other communications required or permitted under this Agreement shall be
in
writing, shall be deemed to be effectively delivered when actually received,
and
may be delivered by US mail (first class, postage prepaid), by facsimile
transmission, by hand or by commercial overnight delivery service, addressed
as
follows:
ADVISOR:
Envestnet
Asset Management, Inc.
00
X
Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
General Counsel
SUB-ADVISER
QUANTITATIVE
MANAGEMENT ASSOCIATES LLC
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
XX 00000
Attn: Xxxxx
XxXxxxx
| CC: Prudential Insurance Company of America |
| Xxx Xxxxxxx Xxxxxx, 0xx |
| Xxxxxx, XX 00000 |
| Attn: Xxxxxx Xxxxxxx |
| FUND: |
| Trust for Professional Managers |
| On behalf of the PMC Small Cap Core Fund |
| 000 Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx |
| Xxxxxxxxx, XX 532 |
| Attn: Xxxxxx X. Spearo |
15. GOVERNING
LAW.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Wisconsin without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to
be
inconsistent with, any federal law, regulation or rule, including the 1940
Act
and the Advisers Act and any rules and regulations promulgated
thereunder.
16. ASSIGNMENT.
This
Agreement may not be assigned (as such term is defined in the Advisers Act)
by
any party, either in whole or in part, without the prior written consent of
each
other party.
17. COUNTERPARTS.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original but all of which, taken together, shall constitute one and
the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
ENVESTNET
ASSET MANAGEMENT, INC.
By:
/s/ Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title: Chief
Investment Officer
QUANTITATIVE
MANAGEMENT ASSOCIATES LLC
By:
/s/ Xxx Xxxxxxxx
Name:
Xxx Xxxxxxxx
Title: Managing
Director
SCHEDULE
A
FEES
Series
of Trust for Professional
Managers Annual
Fee Rate
|
PMC
Small Cap Core Fund
|
0.50%
flat fee
|
