MASTERS’ SELECT SMALLER COMPANIES FUND MASTERS’ SELECT FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT
MASTERS’
SELECT SMALLER COMPANIES FUND
MASTERS’
SELECT FUNDS TRUST
THIS
INVESTMENT SUB-ADVISORY AGREEMENT is made as of the 11th
day of
July 2006 by and between XXXXXX/XXXXXXX FUND ADVISORS, LLC (the “Advisor”) and
COPPER ROCK CAPITAL PARTNERS LLC (the “Sub-Advisor”).
WITNESSETH:
WHEREAS,
the Advisor has been retained as the investment adviser to the Masters’ Select
Smaller Companies Fund (the “Fund”), a series of the Masters’ Select Funds Trust
(the “Trust”), an open-end management investment company, registered as such
under the Investment Company Act of 1940, as amended (the “Investment Company
Act”); and
WHEREAS,
the Advisor has been authorized by the Trust to retain one or more investment
advisers (each an “investment manager”) to serve as portfolio managers for a
specified portion of the Fund’s assets (the “Allocated Portion”);
and
WHEREAS,
the Sub-Advisor is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the “Investment Advisers Act”), and is engaged
in the business of supplying investment advisory services as an independent
contractor; and
WHEREAS,
the Fund and the Advisor desire to retain the Sub-Advisor as an investment
manager to render portfolio advice and services to the Fund pursuant to the
terms and provisions of this Agreement, and the Sub-Advisor desires to furnish
said advice and services; and
WHEREAS,
the Trust and the Fund are third party beneficiaries of such
arrangements;
NOW,
THEREFORE, in consideration of the covenants and the mutual promises hereinafter
set forth, the parties to this Agreement, which shall include the Trust on
behalf of the Fund for purposes of the indemnification provisions of section
11
hereof, intending to be legally bound hereby, mutually agree as
follows:
1.
Appointment
of Sub-Advisor.
(a) The
Advisor hereby employs the Sub-Advisor, and the Sub-Advisor hereby accepts
such
employment, to render investment advice and related services with respect to
the
Allocated Portion of the assets of the Fund for the period and on the terms
set
forth in this Agreement, subject to the supervision and direction of the Advisor
and the Trust’s Board of Trustees.
(b) The
Sub-Advisor’s employment shall be solely with respect to an Allocated Portion of
the Fund’s assets, such Allocated Portion to be specified by the Advisor and
subject to periodic increases or decreases at the Advisor’s sole
discretion.
(c)
Nature
of Fund.
The
Sub-Advisor and the Advisor both acknowledge that the Fund is a mutual fund
that
operates as a series of an open-end series investment company under the plenary
authority of the Trust’s Board of Trustees. In managing the Allocated Portion,
the Sub-Advisor shall do so subject always to the plenary authority of the
Board
of Trustees.
2.
Duties
of Sub-Advisor.
(a) General
Duties.
The
Sub-Advisor shall act as one of several investment managers to the Fund and
shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in
accordance with the investment objectives, policies and restrictions of the
Fund
as set forth in the Fund’s and the Trust’s governing documents, including,
without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws;
the Fund’s prospectus, statement of additional information and undertakings; and
such other limitations, policies and procedures as the Advisor or the Trustees
of the Trust may impose from time to time in writing to the Sub-Advisor. In
providing such services, the Sub-Advisor shall at all times adhere to the
provisions and restrictions contained in the federal securities laws, applicable
state securities laws, the Internal Revenue Code, and other applicable law.
Advisor shall provide to the Sub-Advisor such information with respect to the
Fund such that the Sub-Advisor will be able to maintain compliance with
applicable regulations, laws, policies, and restrictions with respect to the
Sub-Advisor’s Allocated Portion.
Without
limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish
the
Fund with advice and recommendations with respect to the investment of the
Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase
and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii)
determine that portion of the Sub-Advisor’s Allocated Portion that will remain
uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s
Allocated Portion, subject to the ultimate supervision and direction of the
Trust’s Board of Trustees; (v) vote proxies, file required ownership reports,
and take other actions with respect to the securities in the Sub-Advisor’s
Allocated Portion; (vi) maintain the books and records required to be maintained
with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii)
furnish reports, statements and other data on securities, economic conditions
and other matters related to the investment of the Fund’ assets which the
Advisor, the Trustees, or the officers of the Trust may reasonably request;
and
(viii) render to the Trust’s Board of Trustees such periodic and special reports
with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably
request.
(b) Brokerage.
With
respect to the Sub-Advisor’s Allocated Portion, the Sub-Advisor shall be
responsible for broker-dealer selection and for negotiation of brokerage
commission rates. The Sub-Advisor may direct orders to an affiliated person
of
the Sub-Advisor or to any other broker-dealer who has been identified by the
Advisor to the Sub-Advisor as an affiliate of any other investment manager
without prior authorization to use such affiliated broker or dealer by the
Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner
consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule
17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy
of
which shall by provided by the Advisor). The Sub-Advisor will use its best
efforts to obtain best execution of trades for the Fund. In selecting a
broker-dealer to execute each particular transaction, the Sub-Advisor may take
the following into consideration: the best net price available; the reliability,
integrity and financial condition of the broker-dealer; the size of and
difficulty in executing the order; and the value of the expected contribution
of
the broker-dealer to the investment performance of the Fund on a continuing
basis. The price to the Fund in any transaction may be less favorable than
that
available from another broker-dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.
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Subject
to such policies as the Advisor and the Board of Trustees of the Trust may
determine, the Sub-Advisor shall not be deemed to have acted unlawfully or
to
have breached any duty created by this Agreement or otherwise solely by reason
of its having caused the Fund to pay a broker or dealer that provides (directly
or indirectly) brokerage or research services to the Sub-Advisor an amount
of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Sub-Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Sub-Advisor’s or the Advisor’s overall
responsibilities with respect to the Fund. The Sub-Advisor is further authorized
to allocate the orders placed by it on behalf of the Fund to such brokers or
dealers who also provide research or statistical material, or other services,
to
the Trust, the Advisor, any affiliate of either, or the Sub-Advisor. Such
allocation shall be in such amounts and proportions as the Sub-Advisor shall
determine, and the Sub-Advisor shall report on such allocations regularly to
the
Advisor and the Trust, indicating the broker-dealers to whom such allocations
have been made and the basis therefor.
On
occasions when the Sub-Advisor deems the purchase or sale of a security to
be in
the best interest of the Fund as well as other clients of the Sub-Advisor,
the
Sub-Advisor, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold in order to obtain the
most
favorable price or lower brokerage commissions and the most efficient execution.
In such event, allocation of the securities so purchased or sold, as well as
the
expenses incurred in the transaction, will be made by the Sub-Advisor in the
manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients. The Sub-Advisor is under
no
obligation to aggregate orders.
(c)
Proxy
Voting.
The
Advisor hereby delegates to the Sub-Advisor, the Advisor’s discretionary
authority to exercise voting rights with respect to the securities and other
investments in the Allocated Portion. The Sub-Advisor’s proxy voting policies
shall comply with any rules or regulations promulgated by the SEC. The
Sub-Advisor shall maintain and preserve a record, in an easily-accessible place
for a period of not less than three (3) years (or longer, if required by law),
of the Sub-Advisor’s voting procedures, of the Sub-Advisor’s actual votes, and
such other information required for the Fund to comply with any rules or
regulations promulgated by the SEC. The Sub-Advisor shall supply updates of
this
record to the Advisor or any authorized representative of the Advisor, or to
the
Fund on a quarterly basis (or more frequently, if required by law). The
Sub-Advisor shall provide the Advisor and the Fund with information regarding
the policies and procedures that the Sub-Advisor uses to determine how to vote
proxies relating to the Allocated Portion. The Fund may request that the
Sub-Advisor vote proxies for the Allocated Portion in accordance with the Fund’s
proxy voting policies. Subject to the foregoing, the Sub-Advisor may use a
proxy
voting service.
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(d) Books
and Records.
In
compliance with the requirements of Rule 31a-3 under the Investment Company
Act,
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 of such records upon the Fund’s request. The Sub-Advisor
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
Investment Company Act the records required to be maintained by Rule 31a-1
under
the Investment Company Act with respect to the Fund and to preserve the records
required by Rule 204-2 under the Advisers Act with respect to the Fund for
the
period specified in the Rule.
(e) Custody.
Title
to all investments shall be made in the name of the Fund, provided that for
convenience in buying, selling, and exchanging securities (stocks, bonds,
commercial paper, etc.), title to such securities may be held in the name of
the
Fund’s custodian bank, or its nominee or as otherwise provided in the Fund’s
custody agreement. The Fund shall notify the Sub-Advisor of the identity of
its
custodian bank and shall give the Sub-Advisor fifteen (15) days’ written notice
of any changes in such custody arrangements. Neither the Sub-Advisor, nor any
parent, subsidiary or related firm, shall take possession of or handle any
cash
or securities, mortgages or deeds of trust, or other indicia of ownership of
the
Fund’s investments, or otherwise act as custodian of such investments. If the
Sub-Advisor inadvertently receives funds or securities, it shall return the
funds or securities to the sender with instructions to forward them directly
to
the Fund’s custodian bank. All cash and the indicia of ownership of all other
investments shall be held by the Fund’s custodian bank. The Fund shall instruct
its custodian bank to (a) carry out all investment instructions as may be
directed by the Sub-Advisor with respect thereto (which may be orally given
if
confirmed in writing); and (b) provide the Sub-Advisor with all operational
information necessary for the Sub-Advisor to trade on behalf of the
Fund.
(f)
(1)
Consulting
with Certain Affiliated Sub-Advisors.
With
respect to any transaction the Fund enters into with an affiliated sub-advisor
(or an affiliated person of such sub-advisor) in reliance on Rule 10f-3, Rule
17a-10 or Rule 12d3-1 under the Investment Company Act, the Sub-Advisor agrees
that it will not consult with the affiliated sub-advisor concerning such
transaction, except to the extent necessary to comply with the percentage limits
of paragraphs (a) and (b) of Rule 12d3-1.
(2)
Transactions
Among Sub-Advisors of the Fund.
In any
case in which there are two or more sub-advisors responsible for providing
investment advice to the Fund, the Sub-Advisor may enter into a transaction
on
behalf of the Fund with another sub-advisor of the Fund (or an affiliated person
of such sub-advisor) in reliance on Rule 10f-3, Rule 17a-10 or Rule 12d3-1
under
the Investment Company Act, only if (i) the Sub-Advisor, under the terms of
this
Agreement, is responsible for providing investment advice with respect to its
Allocated Portion, and (ii) the other sub-advisor is responsible for providing
investment advice with respect to a separate portion of the portfolio of the
Fund.
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3. Representations
of Sub-Advisor.
(a) Sub-Advisor
shall use its best judgment and efforts in rendering the advice and services
to
the Fund as contemplated by this Agreement.
(b) Sub-Advisor
shall maintain in good order all licenses and registrations necessary to perform
its duties hereunder.
(c) Sub-Advisor
shall conduct its operations at all times in conformance with the Investment
Advisers Act, the Investment Company Act and any other applicable state and/or
self-regulatory organization regulations.
(d) Sub-Advisor
shall be covered by errors and omissions insurance. The company self-retention
or deductible shall not exceed reasonable and customary standards, and
Sub-Advisor agrees to notify Advisor in the event the aggregate coverage of
such
insurance in any annual period is reduced below $10,000,000.
(e) The
Sub-Advisor represents and warrants to the Advisor and the Fund that (i) the
retention of the Sub-Advisor as contemplated by this Agreement is authorized
by
the Sub-Advisor’s governing documents; (ii) the execution, delivery and
performance of this Agreement does not violate any obligation by which the
Sub-Advisor or its property is bound, whether arising by contract, operation
of
law or otherwise; and (iii) this Agreement has been duly authorized by
appropriate action of the Sub-Advisor and when executed and delivered by the
Sub-Advisor will be the legal, valid and binding obligation of the Sub-Advisor,
enforceable against the Sub-Advisor in accordance with its terms hereof,
subject, as to enforcement, to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights generally and to general equitable principles
(regardless of whether enforcement is sought in a proceeding in equity or
law).
4. Independent
Contractor.
The
Sub-Advisor shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized to
do
so, have no authority to act for or represent the Trust, the Fund, or the
Advisor in any way, or in any way be deemed an agent for the Trust, the Fund,
or
the Advisor. It is expressly understood and agreed that the services to be
rendered by the Sub-Advisor to the Fund under the provisions of this Agreement
are not to be deemed exclusive, and the Sub-Advisor shall be free to render
similar or different services to others so long as its ability to render the
services provided for in this Agreement shall not be impaired
thereby.
-5-
5. Sub-Advisor's
Personnel.
The
Sub-Advisor shall, at its own expense, maintain such staff and employ or retain
such personnel and consult with such other persons as it shall from time to
time
determine to be necessary to the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing, the staff and
personnel of the Sub-Advisor shall be deemed to include persons employed or
retained by the Sub-Advisor to furnish statistical information, research, and
other factual information, advice regarding economic factors and trends,
information with respect to technical and scientific developments, and such
other information, advice, and assistance as the Sub-Advisor, the Advisor or
the
Trust's Board of Trustees may desire and reasonably request.
6. Expenses.
(a) The
Sub-Advisor shall be responsible for providing the personnel, office space,
and
equipment reasonably necessary to fulfill its obligations under this Agreement.
(b) In
the
event this Agreement is terminated by an assignment in the nature of a change
of
control of the Sub-Advisor as contemplated by Section 14(b) hereof, and the
parties agree to enter into a new agreement, the Sub-Advisor shall be
responsible for (i) the costs of any special notifications to the Fund’s
shareholders and any special meetings of the Trust’s Board of Trustees convened
for the primary benefit of the Sub-Advisor, or (ii) its fair share of the costs
of any special meetings required for the benefit of the Sub-Advisor as well
as
for other purposes.
(c) The
Sub-Advisor may voluntarily absorb certain Fund expenses or waive some or all
of
the Sub-Advisor’s own fee.
(d) To
the
extent the Sub-Advisor incurs any costs by assuming expenses which are an
obligation of the Advisor or the Fund, the Advisor or the Fund shall promptly
reimburse the Sub-Advisor for such costs and expenses. To the extent the
Sub-Advisor performs services for which the Fund or the Advisor is obligated
to
pay, the Sub-Advisor shall be entitled to prompt reimbursement in such amount
as
shall be negotiated between the Sub-Advisor and the Advisor but shall, under
no
circumstances, exceed the Sub-Advisor’s actual costs for providing such
services.
7. Investment
Sub-Advisory Fee.
(a) The
Advisor shall pay to the Sub-Advisor, and the Sub-Advisor agrees to accept,
as
full compensation for all investment advisory services furnished or provided
to
the Fund pursuant to this Agreement, an annual sub-advisory fee based on the
Sub-Advisor’s Allocated Portion, as such Allocated Portion may be adjusted from
time to time. Such fee shall be paid at the annual rate of 0.70% of the first
$30 million of the net assets of the Fund attributable to the Sub-Advisor’s
Allocated Portion and 0.60% of the net assets of the Fund in excess of $30
million attributable to the Sub-Advisor’s Allocated Portion, computed on the
value of such net assets as of the close of business each day.
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(b) The
sub-advisory fee shall be paid by the Advisor to Sub-Advisor monthly in arrears
on the tenth business day of each month.
(c) The
initial fee under this Agreement shall be payable on the tenth business day
of
the first month following the effective date of this Agreement and shall be
prorated as set forth below. If this Agreement is terminated prior to the end
of
any month, the fee to the Sub-Advisor shall be prorated for the portion of
any
month in which this Agreement is in effect which is not a complete month
according to the proportion which the number of calendar days in the month
during which the Agreement is in effect bears to the number of calendar days
in
the month, and shall be payable within ten (10) days after the date of
termination.
(d) The
fee
payable to the Sub-Advisor under this Agreement will be reduced to the extent
of
any receivable owed by the Sub-Advisor to the Advisor or the Fund.
(e) The
Sub-Advisor voluntarily may reduce any portion of the compensation or
reimbursement of expenses due to it pursuant to this Agreement and may agree
to
make payments to limit the expenses which are the responsibility of the Advisor
of the Fund under this Agreement. Any such reduction or payment shall be
applicable only to such specific reduction or payment and shall not constitute
an agreement to reduce any future compensation or reimbursement due to the
Sub-Advisor hereunder or to continue future payments. Any such reduction will
be
agreed to prior to accrual of the related expense or fee and will be estimated
daily and reconciled and paid on a monthly basis.
(f) The
Sub-Advisor may agree not to require payment of any portion of the compensation
or reimbursement of expenses otherwise due to it pursuant to this Agreement.
Any
such agreement shall be applicable only with respect to the specific items
covered thereby and shall not constitute an agreement not to require payment
of
any future compensation or reimbursement due to the Sub-Advisor
hereunder.
8. No
Shorting; No Borrowing.
The
Sub-Advisor agrees that neither it nor any of its officers or employees shall
take any short position in the shares of the Fund. This prohibition shall not
prevent the purchase of such shares by any of the officers or employees of
the
Sub-Advisor or any trust, pension, profit-sharing or other benefit plan for
such
persons or affiliates thereof, at a price not less than the net asset value
thereof at the time of purchase, as allowed pursuant to rules promulgated under
the Investment Company Act. The Sub-Advisor agrees that neither it nor any
of
its officers or employees shall borrow from the Fund or pledge or use the Funds
assets in connection with any borrowing not directly for the Fund’s
benefit.
9. Conflicts
with Trust’s Governing Documents and Applicable Laws.
Nothing
herein contained shall be deemed to require the Trust or the Fund to take any
action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or
any applicable statute or regulation, or to relieve or deprive the Board of
Trustees of the Trust of its responsibility for and control of the conduct
of
the affairs of the Trust and the Fund. In this connection, the Sub-Advisor
acknowledges that the Advisor and the Trust’s Board of Trustees retain ultimate
plenary authority over the Fund, including the Allocated Portion, and may take
any and all actions necessary and reasonable to protect the interests of
shareholders.
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10. Reports
and Access.
The
Sub-Advisor agrees to supply such information to the Advisor and to permit
such
compliance inspections by the Advisor or the Fund as shall be reasonably
necessary to permit the administrator to satisfy its obligations and respond
to
the reasonable requests of the Trustees.
11. Standard
of Care, Liability and Indemnification.
(a) The
Sub-Advisor shall exercise reasonable care and prudence in fulfilling its
obligations under this Agreement.
(b) The
Sub-Advisor shall have responsibility for the accuracy and completeness (and
liability for the lack thereof) of the statements furnished by the Sub-Advisor
for use by the Advisor in the Fund’s offering materials (including the
prospectus, the statement of additional information, advertising and sales
materials) that pertain to the Sub-Advisor and the investment of the
Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no
responsibility or liability with respect to disclosures other than the
disclosures it provides.
(c) The
Sub-Advisor shall be liable to the Fund for any loss (including brokerage
charges) incurred by the Fund as a result of any investment made by the
Sub-Advisor in violation of Section 2 hereof.
(d) Except
as
otherwise provided in this Agreement, in the absence of willful misfeasance,
bad
faith, gross negligence, or reckless disregard of the obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject
to liability to the Advisor, the Trust, or the Fund or to any shareholder of
the
Fund for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security by the Fund. The Sub-Advisor shall not be liable
for any act or failure by the custodian or any other service provider to which
the Sub-Advisor directs transactions or for any act or failure by any other
third party. The Sub-Advisor shall not be liable for the actions of any broker,
dealer or other service provider it selects so long as the Sub-Advisor acted
reasonably in selecting such broker, dealer or other service
provider.
(e) Except
as
otherwise provided in this Agreement, including without limitation paragraphs
(c) and (d) above, each party to this Agreement (as an “Indemnifying Party”),
including the Trust on behalf of the Fund, shall indemnify and hold harmless
the
other party and the shareholders, directors, officers, and employees of the
other party (any such person, an “Indemnified Party”) against any loss,
liability, claim, damage, or expense (including the reasonable cost of
investigating and defending any alleged loss, liability, claim, damage, or
expense and reasonable counsel fees incurred in connection therewith) arising
out of the Indemnifying Party’s performance or non-performance of any duties
under this Agreement, provided, however, that indemnification shall not be
paid
hereunder with respect to any matter to the extent to which the loss, liability,
claim, damage, or expense was determined by a court of competent jurisdiction
to
have been caused by the Indemnified Party’s willful misfeasance, bad faith, or
negligence in the performance of duties hereunder or reckless disregard of
obligations and duties under this Agreement, and provided further, however,
that
the Sub-Advisor shall only be required to indemnify and hold harmless an
Indemnified Party to the extent the loss, liability, claim, damage, or expense
of such Indemnified Party was attributable to the willful misfeasance, bad
faith, gross negligence, or reckless disregard of the Sub-Advisor’s obligations
or duties hereunder.
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If
indemnification is to be sought hereunder, then the Indemnified Party shall
promptly notify the Indemnifying Party of the assertion of any claim or the
commencement of any action or proceeding in respect thereof; provided,
however,
that
the failure so to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability that it may otherwise have to the
Indemnified Party provided such failure shall not affect in a material adverse
manner the position of the Indemnifying Party or the Indemnified Party with
respect to such claim. Following such notification, the Indemnifying Party
may
elect in writing to assume the defense of such action or proceeding and, upon
such election, it shall not be liable for any legal costs incurred by the
Indemnified Party (other than reasonable costs of investigation previously
incurred) in connection therewith, unless (i) the Indemnifying Party has failed
to provide counsel reasonably satisfactory to the Indemnified Party in a timely
manner or (ii) counsel which has been provided by the Indemnifying Party
reasonably determines that its representation of the Indemnified Party would
present it with a conflict of interest. Notwithstanding the foregoing, the
Indemnified Party shall be entitled to employ separate counsel at its own
expense and, in such event, the Indemnified Party may participate in such
defense as it deems necessary.
The
provisions of this paragraph 11(e) shall not apply in any action where the
Indemnified Party is the party adverse, or one of the parties adverse, to the
other party.
(f) No
provision of this Agreement shall be construed to protect any Trustee or officer
of the Trust, or officer of the Advisor or the Sub-Advisor, from liability
in
violation of Sections 17(h) and (i) of the Investment Company Act.
12. Non-Exclusivity;
Trading for Sub-Advisor’s Own Account; Code of Ethics.
The
Advisor’s employment of the Sub-Advisor is not an exclusive arrangement. The
Advisor anticipates that it will employ other individuals or entities to furnish
it with the services provided for herein. Likewise, the Sub-Advisor may act
as
investment adviser for any other person, and shall not in any way be limited
or
restricted from buying, selling, or trading any securities for its or their
own
accounts or the accounts of others for whom it or they may be acting, provided,
however, that the Sub-Advisor expressly represents that it will undertake no
activities which will adversely affect the performance of its obligations to
the
Fund under this Agreement; and provided further that the Sub-Advisor will adhere
to a code of ethics governing employee trading and trading for proprietary
accounts that conforms to the requirements of the Investment Company Act and
the
Investment Advisers Act, a copy of which has been provided to the Board of
Trustees of the Trust.
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The
Sub-Advisor will make such reports to the Advisor and the Fund as are required
by Rule 17j-1 and Rule 38a-1 under the Investment Company Act. The Sub-Advisor
agrees to provide the Advisor and the Fund with any information required to
satisfy the compliance program, code of ethics reporting or disclosure
requirements of the Xxxxxxxx-Xxxxx Act and any rules or regulations promulgated
by the SEC. To the extent the Sub-Advisor adopts or has adopted a separate
code
of ethics or amends or has amended its code of ethics to comply with such rules
or regulations, the Sub-Advisor shall provide the Advisor with a copy of such
code of ethics and any amendments thereto.
13. Term
(a) This
Agreement shall become effective upon approval by the Board of Trustees of
the
Trust and shall remain in effect for a period of two (2) years, unless sooner
terminated as hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (1) year so long as such
continuation is approved for the Fund at least annually by (i) the Board of
Trustees of the Trust 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, and
(iii) the Advisor. The terms “majority of the outstanding voting securities” and
“interested persons” shall have the meanings as set forth in the Investment
Company Act.
(b) The
Fund
and its distributor may use the Sub-Advisor’s trade name or any name derived
from the Sub-Advisor’s trade name only in a manner consistent with the nature of
this Agreement for so long as this Agreement or any extension, renewal, or
amendment hereof remains in effect. Within sixty (60) days from such time as
this Agreement shall no longer be in effect, the Fund shall cease to use such
a
name or any other name connected with Sub-Advisor.
14. Termination;
Assignment.
(a) This
Agreement may be terminated at any time without payment of any penalty, by:
the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Fund, upon sixty (60) days’ written notice to the
Sub-Advisor and the Advisor. This Agreement also may be terminated at any time,
without the payment of any penalty, by the Advisor or the Sub-Advisor upon
sixty
(60) days’ written notice to the Trust and the other party. In the event of a
termination, Sub-Advisor shall cooperate in the orderly transfer of the Fund’s
affairs and, at the request of the Board of Trustees, transfer any and all
books
and records of the Fund maintained by Sub-Advisor on behalf of the Fund;
provided, however, that the Sub-Advisor may retain a copy of such
records.
(b) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as defined in the Investment Company Act. The foregoing
shall not prevent a transfer of this Agreement by the Sub-Advisor in connection
with any reorganization, merger or other transaction, provided that such
transfer does not constitute an “assignment” as defined in the Investment
Advisers Act, Investment Company Act, or other governing rule or
regulation
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15. Severability.
If any
provision of this Agreement shall be held or made invalid by a court decision,
statute or rule, or shall be otherwise rendered invalid, the remainder of this
Agreement shall not be affected thereby.
16. Captions.
The
captions in this Agreement are included for convenience of reference only and
in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
17. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the Stateof California 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 Investment
Company Act and the Investment Advisers Act and any rules and regulations
promulgated thereunder.
18.
Nonpublic
Personal Information.
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
Advisor (on behalf of itself and the Fund) and the Trust (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 Advisor or
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 Advisor and the Fund and communicated in
writing to the Sub-Advisor. Such written approval shall not be unreasonably
withheld by the Advisor or 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. The Sub-Advisor may disclose to third parties the
fact
that it is performing investment management services for the Fund and Advisor,
and may include the Advisor’s or Fund’s name, either alone or among others, in a
list of clients in marketing materials or in response to a specific inquiry
about the Sub-Advisor’s clients. Except as required by law or regulation, the
Advisor and the Fund shall treat as confidential and not disclose to third
parties any information or recommendations furnished by Sub-Advisor.
19.
Anti-Money
Laundering Compliance.
The
Sub-Advisor acknowledges that, in compliance with the Bank Secrecy Act, as
amended, the USA PATRIOT Act, and any respective implementing regulations
(together, “AML Laws”), the Fund has adopted an Anti-Money Laundering Policy.
The Sub-Advisor agrees to comply with the Fund’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 Fund and/or the Advisor
such reports, certifications and contractual assurances as may be requested
by
the Fund or the Advisor regarding the Sub-Advisor’s anti-money laundering
compliance. The Advisor may disclose information respecting 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.
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20. Certifications;
Disclosure Controls and Procedures.
The
Sub-Advisor acknowledges that, in compliance with the Xxxxxxxx-Xxxxx Act, and
the implementing regulations promulgated thereunder, the Fund is required to
make certain certifications and has adopted disclosure controls and procedures.
To the extent reasonably requested by the Advisor, the Sub-Advisor agrees to
use
its best efforts to assist the Advisor and the Fund in complying with the
Xxxxxxxx-Xxxxx Act and implementing the Fund’s disclosure controls and
procedures to the extent applicable to the Sub-Advisor or related to the
performance of the Sub-Advisor’s duties hereunder. The Sub-Advisor agrees to
inform the Fund of any material development related to the Allocated Portion
that the Sub-Advisor reasonably believes is relevant to the Fund’s certification
obligations under the Xxxxxxxx-Xxxxx Act.
21. Provision
of Certain Information by the Sub-Advisor.
The
Sub-Advisor will promptly notify the Advisor in writing of the occurrence of
any
of the following events:
(a) the
Sub-Advisor fails to be registered as investment adviser under the Advisers
Act
or under the laws of any jurisdiction in which the Sub-Advisor is required
to be
registered as investment adviser in order to perform its obligations under
this
Agreement;
(b) the
Sub-Advisor is 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, involving the affairs of the Advisor or the Fund;
(c) the
Sub-Advisor suffers financial impairment which materially interferes with its
ability to manage the Allocated Portion or otherwise fulfill its duties under
this Agreement;
(d) the
Sub-Advisor, its principal officers or its controlling stockholders are the
subject of a government investigation or inquiry, administrative proceeding
or
any other type of legal action which, under the Investment Company Act, would
make the Sub-Advisor ineligible to serve as an investment adviser to an
investment company;
(e) a
change
in the Sub-Advisor’s personnel materially involved in the management of the
Allocated Portion; or
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(f) a
change
in control or management of the Sub-Advisor.
Other
than the notification requirement in Section 21(b), the Sub-Advisor shall not
be
required to take any action other than rendering investment-related advice
with
respect to actions involving securities presently or formerly held in the Fund,
or the issuers thereof, including actions involving bankruptcy.
22. Confidentiality.
The
parties to this Agreement shall not, directly or indirectly, permit their
respective affiliates, directors, trustees, officers, members, employees, or
agents to, in any form or by any means, use, disclose, or furnish to any person
or entity, records or information concerning the business of any of the other
parties except as necessary for the performance of duties under this Agreement
or as required or permitted by law or regulation, without prior written notice
to and approval of the relevant other parties, which approval shall not be
unreasonably withheld by such other parties.
23.
Counterparts.
This
Agreement may be executed in counterparts and by the different parties hereto
on
separate counterparts, each of which when so executed and delivered, shall
be
deemed an original and all of which counterparts shall constitute but one and
the same agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers, all on the day and year first above
written.
| XXXXXX/XXXXXXX FUND | COPPER ROCK CAPITAL PARTNERS |
| ADVISORS, LLC | LLC |
| By: _________________________ | By: _________________________ |
| Name:_______________________ | Name:_______________________ |
| Title:________________________ | Title:________________________ |
As
a
Third Party Beneficiary, and as a party for purposes of Section 11
MASTERS’
SELECT FUNDS TRUST
on
behalf
of
MASTERS’
SELECT SMALLER COMPANIES FUND
By: ________________________
Name:______________________
Title:_______________________
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