INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made as of the 26th day of June, 2007, by and among Xxxxxxxx Investment
Management North America Inc., a Delaware corporation located at 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000 (the “Sub-Advisor”), and Envestnet
Asset Management Inc. a Delaware corporation located at 00 Xxxx Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 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 Core Fixed Income Fund and PMC Tax-Free Fixed Income Fund (each to
be
separately defined as the “Fund”) are each 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, or (ii) identifying
any material violations that have occurred as they relate to the managers of
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 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,
as they relate to the managers of 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 federal securities laws by the Sub-Advisor, its
employees, officers, and agents. 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.
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.
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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.
On
a
daily basis, 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 1/3 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,
and Advisor shall promptly notify the Sub-Advisor of such
reallocation.
For
the
purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii) and Rule
17a-10(a)(2) under the 1940 Act, the Sub-Advisor hereby agrees
that: (i) with respect to transactions in securities or other assets
for a PMC 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 (“PMC Fund”), it will not
consult with any sub-advisor to 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.
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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;
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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;
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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 SWIFT trade instructions. In fulfilling this
requirement, Sub-Advisor will use its best-efforts; however, as
Sub-Advisor's trades are matched prior to trade instructions, Sub-Advisors
relies on the broker being used to provide confirmation and if, for
whatever reason, this is delayed, then Sub-Advisor will be delayed
in
sending out the SWIFT instruction;
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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
Portfolio during the month, a summary listing all investments held
in the
Portfolio 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 Portfolio 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
also provide an annual certification, in a form reasonably acceptable
to
the Advisor, 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 in key
personnel;
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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,” 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 it compliance controls; 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 periodic reports;
and (v) promptly providing 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 for the management of the Portfolio,
and (ii) the costs of any special Board of Trustees meetings or shareholder
meetings that the Sub-Advisor requests be convened and that are convened
primarily for the benefit of the Sub-Advisor, such as 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 or advice 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 or advice provided and shall make reasonable reports
regarding such determination and description of the products and services
obtained if so requested by the Fund.
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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 execute for the Fund as its agent and attorney-in-fact standard
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 Portfolio as the Sub-Advisor deems necessary or
desirable, direct the Custodian to deposit for the Portfolio 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 Portfolio 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 except as expressly provided herein.
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 gross 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 gross
negligence or reckless disregard of its duties and obligations.
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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.
The
Sub-Advisor shall not be liable for (i) any acts of any other Sub-Advisor to
the
Fund with respect to the portion of the assets of the Fund not managed by the
Sub-Advisor; and (ii) acts of the Sub-Advisor to the extent that they result
from negligent or wrongful acts of the Trust, including, but not limited to,
a
failure of the Trust to provide accurate and current information with respect
to
the investment objectives, policies, or restriction applicable to the Fund,
actions of the Trustees, or any records maintained by Trust or any other
Sub-Advisor to the Fund. Advisor agrees that, to the extent the
Sub-Advisor complies with the investment objective, policies, and restrictions
applicable to the Fund, and with laws, rules, and regulation applicable to
the
Fund (including, without limitation, any requirements relating to the
qualification of the Fund as a regulated investment company under the Internal
Revenue Code of 1986, as amended) in the management of the assets of the
Portfolio specifically committed to management by the Sub-Advisor, without
regard to any other assets of investments of the Fund, then the Sub-Advisor
will
be conclusively presumed for all purposes to have met its obligations under
this
Agreement to act in accordance with the investment objectives, policies, and
restrictions applicable to the Portfolio and with laws, rules, and regulations
applicable to the Portfolio; it being the intention that for this purpose the
assets committed to management by the Sub-Advisor shall be considered a separate
and discrete investment portfolio from any other assets of the Fund; without
limiting the generality of the foregoing, the Sub-Advisor will have no
obligation to inquire into, or to take into account, any other investments
of
the Fund in making investment decisions under this Agreement. In no
event shall the Sub-Advisor of any officer, director, employee, or agent of
the
Sub-Advisor have any liability arising from the conduct of the Trust and any
other Sub-Advisor with respect to the portion of the Fund’s assets not allocated
to the Sub-Advisor.
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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 hereof, 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;
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(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;
(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. 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.
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. The foregoing shall not be construed as
prohibiting the Sub-advisor from involvement in a securities lending program
for
the benefit of the Fund.
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11. AMENDMENT.
No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all parties.
12. NONPUBLIC
PERSONAL INFORMATIONAND CONFIDENTIALITY.
(a).
Notwithstanding any provision herein to the contrary, the Sub-Advisor hereto
agrees on behalf of itself and its directors, trustees, shareholders, officers,
and employees (1) to treat confidentially and as proprietary information of
the
Fund (a) all records and other information relative to the Fund’s prior,
present, or potential shareholders (and clients of said shareholders) and (b)
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”), and (2) except after prior notification to and approval in
writing by the Trust, not to use such records and information for any purpose
other than the performance of its responsibilities and duties hereunder, or
as
otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance
therewith, the privacy policies adopted by the Trust and communicated in writing
to the Sub-Advisor. Such written approval shall not be unreasonably
withheld by the Trust and may not be withheld where the Sub-Advisor may be
exposed to civil or criminal contempt or other proceedings for failure to comply
after being requested to divulge such information by duly constituted
authorities. Notwithstanding the foregoing, it is not contemplated
under this Agreement that Sub-Advisor will have access to any Nonpublic Personal
Information.
(b).
The
Advisor and Sub-Advisor each agree that it shall exercise the same standard
of
care that it uses to protect its own confidential and proprietary information,
but no less than reasonable care, to protect the confidentiality of the
Portfolio Information. As used herein "Portfolio Information" means
confidential and proprietary information of the Fund, the Advisor or the
Sub-Advisor that is received in connection with this Agreement,
including information with regard to the portfolio holdings and characteristics
of the portion of the Fund allocated to Sub-Advisor that Sub-Advisor manages
under the terms of this Agreement. The parties hereto will restrict
access to the Portfolio Information to those employees who need it for the
purposes of carrying out this Agreement. The foregoing shall not
prevent a party from disclosing Portfolio Information that is (1) publicly
known
or becomes publicly known through no unauthorized act, (2) rightfully received
from a third party without obligation of confidentiality, (3) approved in
writing by the other party for disclosure, or (4) required to be disclosed
pursuant to a requirement of a governmental agency or law so long as the parties
provide prompt written notice to the other party of such requirement upon any
such disclosure.
13. ANTI-MONEY
LAUNDERING COMPLIANCE.
The
Advisor and Sub-Advisor each acknowledge 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 Advisor and Sub-Advisor each agree to comply
with the Trust’s Anti-Money Laundering Policy and the AML Laws, as the same may
apply to the Advisor and Sub-Advisor, now and in the future. The
Advisor and 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 Advisor and 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.
10
14. NOTICES.
Notices
and other communications required or permitted under this Agreement shall be
in
writing, may be via electronic means, 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-ADVISOR:
Xxxxxxxx
Investment Management North America Inc.
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Legal
Department
FUND:
On
behalf of the
PMC
Core
Fixed Income Fund
PMC
Tax-Free Fixed Income Fund
000
Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxx X. Spearo
15. GOVERNING
LAW.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware 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 by any party, either in whole or in part, without
the prior written consent of each other party.
17. MULTIPLE
ORIGINALS.
This
Agreement may be executed on two or more counterparts, each of which when
so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
11
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
XXXXXXXX
INVESTMENT MANAGEMENT NORTH AMERICA INC.
By:
/s/ Xxxxxx Xxxxx
Name:
Xxxxxx Xxxxx
Title:
Authorized Signatory
12
SCHEDULE
A
FEES
| Series of Trust for Professional Managers | Annual Fee Rate |
|
PMC
Core Fixed Income Fund
|
0.25%
of average current net assets of
the
Portfolio on first $100 million
|
|
|
0.20%
of average current net assets of
the
Portfolio for assets over $100
million]
|
|
PMC
Tax-Free Fixed Income Fund
|
0.25%
of average current net assets of
the
Portfolio on first $100 million
|
|
|
0.20%
of average current net assets of
the
Portfolio for assets over $100
million]
|
13
