SUBADVISORY AGREEMENT
This
Subadvisory Agreement (as amended from time to time, this “Agreement”) is
entered into as of the 1st day of
June, 2009, by and between Rochdale Investment Management LLC, a Delaware
limited liability company (the “Adviser”), and Seix Investment Advisors LLC,
which is organized as a Delaware limited liability company
(“Sub-Adviser”).
RECITALS
WHEREAS, Adviser has entered into an
Investment Advisory Agreement dated [August 11, 2005,] (as amended from time to
time, herein referred to a the “Advisory Agreement”) with Rochdale Investment
Trust, a Delaware business trust (the “Trust”), an open-end series investment
company that is registered under the Investment Company Act of 1940 (“1940
Act”); and
WHEREAS,
the Adviser, pursuant to the terms of the Advisory Agreement, provides portfolio
management services to each series of the Trust, including the Rochdale Fixed
Income Opportunity Fund (which series is herein referred to as the “Fund”);
and
WHEREAS, the Adviser desires to engage
the Sub-Adviser to assist the Adviser in providing such portfolio management
services to the Fund and the Sub-Adviser is willing, in accordance with the
terms of this Subadvisory Agreement (“Subadvisory Agreement”) to provide such
services to the Adviser with respect to such assets of the Fund as may be
allocated to it by the Adviser from time to time (the “Subadvised Assets”) in
the manner and on the terms set forth in this Agreement; and
WHEREAS,
the Board of Trustees (“Board”) of the Trust (including a majority of those
Trustees who are not interested persons of the Trust as that term is defined in
Section 2(a)(19) of the 0000 Xxx) has approved this Subadvisory Agreement in
accordance with the requirements of Section 15(a) and Section 15(c) of the 1940
Act;
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and intending to be legally bound, Adviser and Sub-Adviser agree
as follows:
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SECTION
1.
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Appointment
of Sub-Adviser.
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Subject
to and in accordance with the provisions of this Agreement, Adviser
hereby: (a) appoints Sub-Adviser as investment subadviser for the
Fund and with respect to the Subadvised Assets to perform the investment
advisory and any other services to each such Fund set forth in this Agreement,
and (b) delegates to Sub-Adviser the authority vested in Adviser pursuant to the
Advisory Agreement to the extent necessary to enable Sub-Adviser to perform its
services and other obligations under this Agreement.
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SECTION
2.
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Scope
of Sub-Adviser’s Authority, Duties and
Services.
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(a)
General. Adviser hereby
authorizes Sub-Adviser, in its discretion and without prior consultation with
Adviser or the Board, to invest, reinvest and manage the Subadvised Assets of
the Fund, and determine the structure and composition of the Subadvised Assets
of the Fund, on a discretionary basis , subject to Section 2(f) of this
Subadvisory Agreement. In carrying out its responsibilities under
this Subadvisory Agreement, Subadviser will act in accordance with all
applicable:: (i) requirements of the 1940 Act, and the rules and regulations
thereunder applicable to the Fund; (ii) requirements of the Investment Advisers
Act of 1940, as amended (“Advisers Act”), and the rules and regulations
thereunder applicable to Sub-Adviser; (iii) the provisions of Subchapter M of
the Internal Revenue Code of 1986, as amended (“IRC”) applicable to “regulated
investment companies” and the Fund; (iv) the investment objectives, strategies
and limitations applicable to the Fund, as set forth in the prospectus and
statement of additional information relating to the Fund and such other of those
documents of the Trust (i.e., the Trust’s declaration
of trust, articles of incorporation or similar governing document, and bylaws)
as applicable to the Fund, in each case as amended and updated from time to time
and provided in writing to Sub-Adviser (collectively, each of the documents
identified in this clause (iv) being, the “Governing
Documents”), as are applicable to the Fund; (v) the requirements of those
policies and procedures adopted by the Trust under Rule 38a-1 under the 1940 Act
and applicable to the Fund; and (vi) such other reasonable, mutually
acceptable, instructions relating to the Fund’s portfolio as the Board or
Adviser may from time to time specifically adopt, and provide in writing to
Sub-Adviser, as being necessary for Sub-Adviser to perform its services and
other obligations under this Agreement (“Instructions”).
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(b)
Sub-Adviser Services and
Duties. Subject to and in accordance with the provisions of
this Agreement, to enable Sub-Adviser to perform the general duties described in
Section 2(a) above:
(i) General
Services. Adviser hereby authorizes Sub-Adviser to, and
Sub-Adviser will, (A) formulate and implement a continuous investment program
for the Subadvised Assets of the Fund, and (b) take the steps that Sub-Adviser
determines to be reasonably necessary to implement such investment program(s),
including purchasing, holding or selling the securities and other assets
included in the Subadvised Assets of the Fund, selecting brokers, dealers and
other intermediaries, settling and allocating trades, aggregating trades, and
seeking to obtain best execution, in each case in accordance with the 1940 Act,
the Advisers Act and the rules and regulations thereunder, and Sub-Adviser’s
applicable policies and procedures as in effect from time to time. Adviser and
Subadviser agree and understand that investment advisory services may be
provided by more than on subadviser. Adviser and Subadviser further
agree that the Subadvised Assets may consist of all, a portion of or none of the
assets of the Fund and that the Adviser has the right to allocate and reallocate
assets of the Fund to the Subadviser at any time and from time to time, upon
such written notice to the Subadviser as may be reasonably necessary to ensure
orderly management of the Fund. Subadviser agrees that it shall not
consult with any other subadviser concerning transactions for the Fund in
securities or other assets. As required under the 1940 Act, Sub-Adviser will not
consult with any other sub-adviser to the Trust or the Fund that is a principal
underwriter or an affiliated person of a principal underwriter concerning
transactions of the Trust or the Fund in securities or other assets, and
Sub-Adviser will be responsible for providing investment advice under this
Agreement only with respect to the Subadvised Assets of the Fund.
Notwithstanding, Sub-Adviser agrees to meet with Adviser regularly, but no less
frequently than the quarterly, to discuss the investment program and with the
Board as reasonably requested.
(ii) Selection of Brokers, Dealers and
Other Securities Intermediaries. Without limiting Section
2(b)(i) above: (A) Sub-Adviser may select brokers, dealers and other
intermediaries that are affiliated persons of the Trust, the Fund, Adviser or
Sub-Adviser, provided that any
trade orders placed with any such affiliated person are placed in accordance
with the 1940 Act, and the rules and regulations thereunder, and Sub-Adviser’s
applicable policies and procedures as in effect from time to time; (B)
Sub-Adviser may select brokers, dealers and other intermediaries on the basis
that they provide brokerage, research or other services or products to the Fund
or other clients of Sub-Adviser or an affiliated person of Sub-Adviser, provided that such
selections are made in accordance with Sub-Adviser’s and the Trust’s applicable
policies and procedures as in effect from time to time; and (C) in selecting
brokers, dealers and other intermediaries, Sub-Adviser may also consider the
reliability, integrity and financial condition of a broker, dealer or other
intermediary, the size of and difficulty in executing a transaction, and other
factors that Sub-Adviser deems appropriate and consistent
with Sub-Adviser’s and the Trust’s policies and procedures as in
effect from time to time.
(iii) Aggregation of
Orders. Without limiting Sections 2(b)(i) or (ii) above,
Sub-Adviser may (but shall not be obligated to) aggregate purchase or sale
orders for the Subadvised Assets with contemporaneous purchase or sale orders of
other clients of Sub-Adviser or its affiliated persons. In such
event, allocation of the securities or other investments so purchased or sold,
as well as the expenses incurred in the transaction, will be made by Sub-Adviser
in the manner Sub-Adviser considers to be equitable and consistent with
Sub-Adviser’s applicable policies and procedures as in effect from time to
time. Adviser hereby acknowledges that such aggregation of orders may
not result in a more favorable price or lower brokerage commissions in all
instances.
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(iv) Proxy
Voting. Adviser hereby authorizes Sub-Adviser to, and
Sub-Adviser will, in Sub-Adviser’s discretion and without prior consultation
with Adviser or the Board, vote (either directly or through a voting service
engaged by Sub-Adviser) all proxies and corporate actions of which Sub-Adviser
receives timely notice that are solicited by or with respect to issuers of
securities or other assets in which the Subadvised Assets may be invested from
time to time. Such votes shall be made by Sub-Adviser in accordance
with Sub-Adviser’s proxy voting policies and procedures as in effect from time
to time. Upon written notice to Sub-Adviser, the Board may at any
time withdraw the authority granted to Sub-Adviser pursuant to this Section
2(b)(iv) to perform any or all of the proxy voting services contemplated
hereby. Adviser and/or the Trust shall be responsible for making any
Form N-PX filings.
(v) Recordkeeping. Adviser
hereby authorizes Sub-Adviser to, and Sub-Adviser will, maintain and preserve
such books and records relating to the Subadvised Assets of the Fund and the
services provided by Sub-Adviser under this Agreement as required of an
investment sub-adviser to a registered investment company pursuant to Section 31
of the 1940 Act and Section 204 of the Advisers Act and the rules and
regulations promulgated thereunder and, further, will maintain such records in
the manner and for the periods prescribed by such
provisions. Sub-Adviser agrees that such books and records are the
property of the Trust, and that Sub-Adviser will surrender such books and
records to Adviser or the Trust, or either of their designees, promptly upon
written request (provided, that
Sub-Adviser may retain copies of any or all of such books and
records). Sub-Adviser will permit Adviser to reasonably inspect such
books and records during normal business hours upon reasonable prior
notice.
(vi) Reporting. Sub-Adviser
agrees to provide such reasonable reports as mutually agreed upon by Adviser and
Sub-Adviser at such times as mutually agreed upon by Adviser and
Sub-Adviser. Sub-Adviser will provide Adviser with such other
information regarding Sub-Adviser or Sub-Adviser’s management of the Subadvised
Assets of the Fund as is legally required for any shareholder report (including
Forms N-SAR of N-CSR), amended registration statement, prospectus or statement
of additional information (including Form N-1A), proxy voting report (including
Form N-PX), portfolio holding report (including Form N-Q), proxy statement
(including Form N-14), or “blue-sky” filing, or any amendment or supplement to
any of the foregoing, of the Trust or the Subadvised Assets Fund filed with the
U.S. Securities and Exchange Commission (“SEC”) or applicable
state securities regulator (collectively, “Required
Filings”). Upon the Trust’s or Adviser’s reasonable request,
Sub-Adviser also will make available its officers and employees to meet with the
Board to review Sub-Adviser’s performance under this Agreement, and the
performance of the Subadvised Assets Fund, via telephone on a quarterly basis
and in person as may be reasonably requested by the Adviser and the
Board.
(vii) Service to Other
Clients. It is understood that Sub-Adviser may perform
investment adviser services to other clients including related person, related
entities of the Sub-Adviser and various other investment
companies. The Adviser agrees that the Sub-Adviser may provide and
take action with respect to any of its clients, itself or affiliates that may
compete with or differ from the advice given of the timing or nature of action
taken with respect to the Fund, so long as is it the Sub-Adviser’s policy, to
the extent practical, to allocate investment opportunities to the Fund over a
period of time on a fair and equitable basis relative to other clients, itself
and its affiliates. It is understood that Sub-Adviser shall not have
any obligation to purchase or sell, or to recommend for purchase or sale, for
the Fund any security or other investment which Adviser, its principals,
affiliates, or employees may purchase or sell for its or their accounts or for
the account of any other client, if in the opinion of Sub-Adviser such
transaction or investment appears unsuitable, impractical, or undesirable for
the Fund.
(c)
Valuation. Adviser acknowledges and
agrees, on behalf of itself, the Fund and the Trust, that Sub-Adviser is not
responsible for valuing or pricing the securities and other assets invested in,
held by or sold by the Fund (including the Subadvised Assets). Upon
reasonable request, however, the Sub-Adviser will assist the Adviser and the
appropriate officers of the Trust in obtaining information about securities that
may be purchased for the Fund by the Sub-Adviser with respect to which reliable
prices are not available through customary pricing services and otherwise assist
the Trust in pricing such assets appropriately. Sub-Adviser agrees that it make
commercially reasonable efforts to bring to the attention of the Adviser
“significant events” that may come to the attention of the Sub-Adviser and may
affect the price of such securities.
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(d)
Compliance
Testing. Adviser agrees that Sub-Adviser is not the compliance
agent for the Trust, the Fund or Adviser, that it may not have access to all of
the books and records of the Fund necessary to perform certain compliance
testing, and that it will not be obligated to request any books and records of a
Fund not in Sub-Adviser’s possession for purposes of compliance testing. In no
event shall Sub-Adviser be responsible for compliance testing with respect to
any assets of a Fund other than the Subadvised Assets.
(e)
Implementation of
Changes. Adviser agrees that Sub-Adviser shall be afforded a
reasonable amount of time to implement any change in applicable law, rule or
regulation (but in no event (except after obtaining a proper exemptive order or
other relief or Adviser’s consent) beyond the mandatory compliance date for any
change in applicable law, rule or regulation), any change in a Fund’s Governing
Documents, and any other change arising out of any other Instructions provided
by the Board or Adviser in writing to Sub-Adviser. Sub-Adviser shall
not be responsible for implementing (or failing to implement) any change in a
Fund’s Governing Documents, or resulting from any Instruction of the Board or
Adviser, that is not specifically identified in a writing provided to
Sub-Adviser. Sub-Adviser will promptly inform Adviser if Sub-Adviser
is not able to implement any such change or new Instruction.
(f) Adviser and Board Supervision.
Sub-Adviser’s
performance of services under this Agreement shall be subject to the general
supervision and monitoring of Adviser, in the manner contemplated under Rule
17a-10 under the 1940 Act, and the Board.
(g)
Inside
Information. Sub-Adviser shall, as a general rule, seek only
to obtain publicly available research material and information. In
the event Sub-Adviser does acquire or in some manner possess “material
non-public information” (“MNPI”), (as defined under the Xxxxxxx xxxxxxx and
Securities Fraud Enforcement Act of 1988), Sub-Adviser acknowledges that it has
implemented adequate information sharing restrictions (fire walls) to reasonably
assure regulatory compliance. The Adviser must be aware that
possession of MNPI may adversely affect the Sub-Adviser’s ability to initiate
investing or continue trading in a specific portfolio security.
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SECTION
3.
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Adviser’s
Duties and Services.
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(a)
General. Adviser
agrees to comply with the terms and conditions of this Agreement and the
Advisory Agreement and to provide Sub-Adviser with any information that
Sub-Adviser reasonably requests in order to perform its services, and comply
with its obligations, under this Agreement. Adviser shall continue to
have responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee, monitor and review Sub-Adviser’s
performance of its services and other obligations under this Agreement as
contemplated under Rule 17a-10 under the 1940 Act. Nothing in this
Agreement shall relieve Adviser of any of its obligations or any liability under
the Advisory Agreement.
(b)
Document Delivery
Requirements. Without limiting Section 3(a) above, Adviser
shall provide Sub-Adviser with true, correct and complete copies, properly
certified or otherwise authenticated, of the following documents relating to the
Fund prior to the effective date of this Agreement, annually after this
Agreement becomes effective and reasonably in advance of any changes in the
following documents becoming effective (with any changes being identified in
writing to Sub-Adviser): (i) each current Governing Document of the
Fund; (ii) any Instructions adopted by the Board or Adviser; (iii) any exemptive
order relied on by Adviser, the Fund or the Trust that may affect the
performance of Sub-Adviser’s services and other obligations under this Agreement
(including any “manager of managers” exemptive order); (iv) any CFTC Rule 4.5
letter applicable with respect to a Fund or the Trust; (v) the Advisory
Agreement; (vi) certified resolutions of the Board, and of a duly called meeting
of the shareholders of the Fund, approving the Advisory Agreement and Adviser’s
appointment as investment adviser for the Fund under the Advisory Agreement, and
(vii) certified resolutions of the Board, and, if necessary, of a duly called
meeting of the shareholders of the Fund, approving this Agreement and
Sub-Adviser’s appointment of Sub-Adviser under this Agreement.
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(c)
Affiliated Persons of Adviser,
the Fund and the Trust. Adviser shall provide Sub-Adviser,
prior to the effective date of this Agreement and annually after this Agreement
becomes effective, with a written list of all affiliated persons of Adviser, the
Fund and the Trust (and any affiliated person of such an affiliated person) and
Adviser shall promptly provide Sub-Adviser with an updated written list whenever
Adviser becomes aware of any additional affiliated persons or other changes to
the most recently provided list.
(d)
Limited Power of
Attorney. Adviser shall have delivered to Sub-Adviser prior to
the effective date of this Agreement an executed copy(ies), signed by authorized
representatives of Adviser and of the Trust, on behalf of the Fund, of any
separate limited power of attorney requested by Sub-Adviser pursuant to Section
4 below.
(e)
Disclosure Documents and Sales
Literature. Adviser agrees to (and to cause the Trust and the
Fund to) submit any proposed language in any Required Filings, or any sales
literature, statement, communication or other document relating to the Trust or
a Fund that mentions Sub-Adviser (other than identifying Sub-Adviser as
sub-adviser to a Fund), or that describes Sub-Adviser’ services or other
obligation hereunder, to Sub-Adviser for review prior to use for prompt review
of such materials by Sub-Adviser within a reasonable and appropriate
deadline. Adviser acknowledges and agrees that it is responsible for
ensuring that any Required Filings, or any sales literature, statement,
communication or other document relating to the Trust or a Fund will at all
times be in compliance with all disclosure and other requirements under
applicable laws, rules or regulations, and that Sub-Adviser shall have no
liability in connection therewith, except to the extent arising directly out of
a material inaccuracy in, or material omission from, information furnished in
writing by Sub-Adviser to Adviser, a Fund or the Trust specifically for
inclusion in any Required Filings that causes any such Required Filings to (i)
fail to be accurate and complete in all material respects with respect to
Sub-Adviser or its services, or (ii) omit to state any material fact necessary
in order to make the statements made therein with respect to Sub-Adviser or its
services, in light of the circumstances under which they were made, not
misleading.
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SECTION
4.
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Limited
Power of Attorney.
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Adviser hereby appoints Sub-Adviser as
Adviser’s, the Trust’s and the Fund’s agent and attorney-in-fact for the limited
purposes of executing account documentation, agreements, contracts and other
documents as Sub-Adviser shall be requested by brokers, dealers or other
intermediaries, counter parties and other persons or entities in connection with
its management of the Subadvised Assets of the Fund. Adviser, on
behalf of itself, the Fund and the Trust, hereby ratifies and confirms as good
and effectual, at law or in equity, all that Sub-Adviser, and its directors,
officers and employees, may do in the capacity as attorney-in-fact, provided
such action is within the scope of the limited power of attorney granted
herein. Nothing in this Agreement shall be construed as imposing a
duty on Sub-Adviser, or its directors, officers and employees, to act or assume
responsibility for any matters in its capacity as attorney-in-fact for Adviser,
a Fund or the Trust. Any person, partnership, corporation or other legal entity
or natural person dealing with Sub-Adviser in its capacity as attorney-in-fact
hereunder for Adviser, the Fund or the Trust is hereby expressly put on notice
that Sub-Adviser is acting solely in the capacity as an agent of Adviser, such
Fund or the Trust, and that any such person, partnership, corporation or other
legal entity or natural person must look solely to Adviser, such Fund or the
Trust, as applicable, for enforcement of any claim against Adviser, such Fund or
the Trust, as Sub-Adviser assumes no personal liability whatsoever for
obligations of Adviser, such Fund or the Trust entered into by Sub-Adviser in
its capacity as attorney-in-fact. If requested by Sub-Adviser,
Adviser agrees to have Adviser, the Fund or the Trust execute and deliver to
Sub-Adviser a separate form of Limited Power of Attorney in form and substance
reasonably acceptable to Sub-Adviser. The Adviser, the Fund or the
Trust will deliver to Sub-Adviser a fully executed and accurate W-9 or some
other acceptable form reflecting that the Fund and/or the Trust is not subject
to withholding for federal income taxes.
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SECTION
5.
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Compensation.
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For the services provided under this
Agreement, Adviser shall pay to Sub-Adviser, in arrears, a fee at the annual
rate set forth on Schedule 1 multiplied times the average daily net assets of
the Subadvised Assets of such Fund. Such fee will accrue daily and
will be paid monthly to Sub-Adviser on or before the fifteenth (15th) day of
the next succeeding calendar month. The method of determining the net
asset value for purposes of this Section 5 shall be the same as the method of
determining net asset value for purposes of establishing the offering and
redemption price of the Shares of the Fund as described in the prospectus
relating to the Fund. If this Agreement is effective for only a
portion of a month, the fee will be prorated for the portion of such month
during which this Agreement is in effect.
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SECTION
6.
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Expenses.
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(a)
Expenses Paid by
Sub-Adviser. Sub-Adviser will pay the cost of maintaining the
staff and personnel necessary for it to perform its services and other
obligations under this Agreement, and the expenses of office rent, telephone,
telecommunications and other facilities that are necessary for Sub-Adviser to
perform its services and other obligations under this Agreement.
(b)
Expenses Not Paid by
Sub-Adviser. The Sub-Adviser shall not be responsible for the
payment of any expenses of the Fund, including but not limited
to: the expenses of organizing, or continuing the existence of,
Adviser, the Fund or the Trust; fees and expenses of trustees/directors and
officers of Adviser, the Fund or the Trust; fees for administrative personnel
and services; expenses incurred in the distribution of shares of the Fund or the
Trust (“Shares”), including expenses of administrative support services; fees
and expenses of preparing, printing and filing any Required Filings, other
Governing Documents, or any amendment or supplement thereto, or any sales
literature, statement, communication or other document under the Securities Act
of 1933, as amended (the “1933 Act”), the 1940 Act or otherwise; expenses of
registering and qualifying Adviser, the Fund, the Trust, or Shares of the Fund
or the Trust under federal and state laws, rules or regulations; expenses of
preparing, printing, and distributing any other Required Filings, other
Governing Documents or any sales literature, statement, communication or other
document to shareholders; interest expense, taxes, fees, and commissions of
every kind; expenses of issue (including any cost of Share certificates),
purchase, repurchase, and redemption of Shares; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder servicing
agents, registrars and other service providers to Adviser, the Fund or the
Trust; printing and mailing costs, auditing, accounting, and legal expenses;
reports to shareholders and governmental officers and commissions; expenses of
meetings of trustees/directors and shareholders and proxy solicitations
therefor; insurance expenses; association membership dues and such nonrecurring
items as may arise, including all losses and liabilities incurred in
administering the Trust and the Fund The Subadviser shall also
not be responsible for the payment of any commission, xxxx-ups,
transfer fees, registration fees, ticket charges, transfer taxes, custodian fees
and similar expenses; any extraordinary expenses as may arise, including
expenses incurred in connection with litigation, proceedings, and claims; or
legal obligations of the Fund or the Trust to indemnify its officers and
trustees/directors and agents with respect thereto. Adviser will
cause any such expenses properly advanced to the Fund to be promptly reimbursed
to the Sub-Adviser.
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SECTION
7.
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Representations,
Warranties and Additional
Covenants.
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(a)
Sub-Adviser’s Representations,
Warranties and Additional Covenants. Sub-Adviser represents,
warrants and covenants to Adviser as follows:
(i) Sub-Adviser
is a business entity of the type indicated in the first paragraph of this
Agreement, and is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of incorporation/organization;
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(ii) Sub-Adviser
has the right, power and authority under its governing documents (i.e., declaration of trust,
articles of incorporation, partnership agreement or similar governing document,
and bylaws) to execute and deliver, and perform its obligations under, this
Agreement;
(iii) This
Agreement constitutes the legal, valid, and binding obligation of Sub-Adviser,
enforceable against Sub-Adviser in accordance with its terms, except to the
extent such enforceability is limited by applicable bankruptcy, fraudulent
conveyance and similar laws affecting creditor or counterparty rights generally,
general principles of equity or public policy;
(iv) Neither
the execution and delivery of this Agreement by Sub-Adviser nor the performance
of any of Sub-Adviser’s obligations hereunder will give any person or entity the
right to prevent, delay, or otherwise interfere with the performance of such
obligations pursuant to: (A) any provision of Sub-Adviser’s governing
documents (i.e.,
declaration of trust, articles of incorporation, partnership agreement or
similar governing document, and bylaws); (B) any resolution adopted by the
governing body (i.e.,
board of directors or trustees or general partner) or shareholders of
Sub-Adviser; (C) any law, rule, regulation or administrative or court order to
which Sub-Adviser or its assets may be subject or bound; or (D) any material
contract to which Sub-Adviser is a party or by which Sub-Adviser or its assets
may be subject or bound;
(v) Sub-Adviser
is not required to obtain any consent from any person or entity in connection
with the execution and delivery of this Agreement or the performance of any of
Sub-Adviser’s services or other obligations under this Agreement;
(vi) Sub-Adviser
is registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”) and is
registered or licensed as an investment adviser under the laws, rules or
regulations of all jurisdictions in which its activities require it to be so
registered or licensed, except where the failure to be so licensed would not
have a material adverse effect on its business or the performance of its
services and other obligations under this Agreement;
(vii) Sub-Adviser
is in compliance, in all material respects, with the laws, rules or regulations
applicable to Sub-Adviser when performing its obligations under this
Agreement. Without limiting the foregoing, Sub-Adviser has adopted
written policies and procedures reasonably designed to prevent violations of the
federal securities laws as required under Rule 38a-1 promulgated under the 1940
Act or Rule 206(4)-7 under the Advisers Act, as applicable. Without
limiting the foregoing, Sub-Adviser has adopted a written code of ethics as
required under Rule 17j-1 promulgated under the 1940 Act or Rule 204A-1 under
the Advisers Act, as applicable. Upon Adviser’s reasonable request,
Sub-Adviser will provide Adviser and the Board with a copy of Sub-Adviser’s
compliance policies and procedures. Sub-Adviser also will promptly
provide Adviser with any material amendment to Sub-Adviser’s policies and
procedures. Upon Adviser’s reasonable request or as required under
the 1940 Act, Sub-Adviser will provide Adviser and the Board with
reasonable information regarding any material violation of applicable laws,
rules or regulations, or Sub-Adviser’s compliance policies and procedures
(including Sub-Adviser’s code of ethics), by Sub-Adviser, provided that
Sub-Adviser will not be deemed in breach of this disclosure obligation to the
extent that counsel has informed Sub-Advise that such disclosure would render
Sub-Adviser in violation of any applicable law or regulation and provided
further, that the Adviser will provide such disclosure to the Adviser promptly
upon the suspension of such impediment.;
(viii) Sub-Adviser
will promptly provide Adviser with notice of: (A) the occurrence of
any event which reasonably likely could disqualify Sub-Adviser from serving as
an investment sub-adviser of a registered investment company under Section 9(a)
of the 1940 Act or otherwise; (B) any event that would constitute a change in
control (as interpreted under the 0000 Xxx) of Sub-Adviser; (C) any pending or
overtly threatened audit, investigation, complaint, examination or other
regulatory inquiry relating to the Fund conducted by any state or federal
governmental regulatory authority; and (D) any material change in the key
portfolio management personnel responsible for the day-to-day management of the
Subadvised Assets of the Fund; provided that Sub-Adviser will not be deemed in
breach of this disclosure obligation to the extent that counsel has informed
Sub-Advise that such disclosure would render Sub-Adviser in violation of any
applicable law or regulation and provided further, that the Adviser will provide
such disclosure to the Adviser promptly upon the suspension of such
impediment;
-7-
(ix) Upon
Adviser’s reasonable request, Sub-Adviser will promptly supply Adviser with
certificates of insurance setting forth its fidelity bond and errors and
omissions coverages; and
(b)
Adviser’s
Representations, Warranties and Additional Covenants. Adviser
represents, warrants and covenants to Sub-Adviser that, as of the date
hereof:
(i) Adviser
is a business entity of the type indicated in the first paragraph of this
Agreement, and is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of incorporation/organization. The Fund
is a duly constituted series of the Trust, which is a business entity of the
type indicated in the first recital paragraph to this Agreement, and is duly
organized, validly existing, and in good standing under the laws of the Trust’s
jurisdiction of incorporation/organization;
(ii) Adviser
has the right, power and authority under its governing documents (i.e., declaration of trust,
articles of incorporation, partnership agreement or similar governing document,
and bylaws) and the Advisory Agreement to execute and deliver, and perform its
obligations under, this Agreement. Adviser has been duly appointed by
the Board and the shareholders of the Fund to provide investment advisory
services to the Fund as contemplated by the Advisory Agreement;
(iii) This
Sub-Advisory Agreement and the Advisory Agreement each constitutes the legal,
valid, and binding obligation of Adviser, enforceable against Adviser in
accordance with their respective terms, except to the extent such enforceability
is limited by applicable bankruptcy, fraudulent conveyance and similar laws
affecting creditor or counterparty rights generally, general principles of
equity or public policy;
(iv) Neither
the execution and delivery of this Agreement or the Advisory Agreement by
Adviser nor the performance of any of Adviser’s services or other obligations
under this Agreement or the Advisory Agreement will give any person or entity
the right to prevent, delay, or otherwise interfere with the performance of such
services or other obligations pursuant to: (A) any provision of
Adviser’s governing documents (i.e., declaration of trust,
articles of incorporation, partnership agreement or similar governing document,
and bylaws) or the Governing Documents of the Fund and the Trust; (B) any
resolution adopted by the governing body (i.e., board of directors or
trustees or general partner) or shareholders of Adviser or the Board or
shareholders of the Fund or the Trust; (C) any law, rule, regulation or
administrative or court order to which Adviser or its assets, or the Fund or the
Trust, or the assets of the Fund or the Trust, may be subject or bound; or (D)
any material contract to which Adviser, a Fund or the Trust is a party or by
which Adviser or its assets, or the Fund or the Trust, or the assets of the Fund
or the Trust, may be subject or bound;
(v) Except
for the approval(s) of the Board and, as necessary, of the Fund’s shareholders
as required by Section 15 of the 1940 Act, Adviser is not required to obtain any
consent from any person or entity in connection with the execution and delivery
of the Advisory Agreement or this Agreement, the performance of any of Adviser’s
services or other obligations under the Advisory Agreement or this Agreement or
the appointment of Adviser as investment adviser to the Fund as contemplated in
the Advisory Agreement or of Sub-Adviser as sub-adviser to the Fund as
contemplated in this Agreement;
(vi) Adviser
is registered with the SEC as an investment adviser under the Advisers Act and
is registered or licensed as an investment adviser under the laws, rules or
regulations of all jurisdictions in which its activities require it to be so
registered or licensed, except where the failure to be so licensed would not
have a material adverse effect on its business or the performance of its
services and other obligations under the Advisory Agreement and this
Agreement. The Trust is a registered investment company under the
1940 Act, and the Shares of the Fund and the Trust are duly registered under the
1933 Act and under the laws, rules or regulations of all jurisdictions in which
such Shares are offered that require such registration;
-8-
(vii) Each
of Adviser, the Fund and the Trust is in compliance, in all material respects,
with the laws, rules or regulations applicable to Adviser, the Fund or the
Trust. Without limiting the foregoing, each of Adviser and the Board
(with respect to the Fund and the Trust) has adopted written policies and
procedures reasonably designed to prevent violations of the federal securities
laws as required under Rule 38a-1 promulgated under the 1940 Act or Rule
206(4)-7 under the Advisers Act, as applicable. Without limiting the
foregoing, each of Adviser and the Board (with respect to the Fund and the
Trust) has adopted a written code of ethics as required under Rule 17j-1
promulgated under the 1940 Act or Rule 204A-1 under the Advisers Act, as
applicable;
(viii) Adviser
has received and reviewed a copy of Sub-Adviser’s Form ADV, Part II, copies or
summaries of Sub-Adviser’s policies and procedures applicable to Sub-Adviser’s
performance of its obligations and services under this Agreement, and any other
information regarding Sub-Adviser or its services that Adviser or the Board has
determined necessary or appropriate in connection with appointing Sub-Adviser as
a sub-adviser for the Fund as contemplated in this Agreement. The
Board has adopted such policies and procedures of Sub-Adviser as policies and
procedures of the Trust and the Fund. Adviser has provided to
Sub-Adviser all information and documents required under Section 3 of this
Agreement;
(ix) Adviser
has instructed (or caused the Trust or the Fund to instruct) the custodian(s) to
the Fund to: (A) accept and carry out instructions as may be directed
from the authorized persons of Sub-Adviser provided in writing by Sub-Adviser to
such custodian(s) from time to time (which instructions may be orally given if
confirmed in writing or given on a recorded line); and (B) provide Sub-Adviser
with all operational information necessary for the Sub-Adviser to trade on
behalf of the Fund;
(x) Adviser
will promptly provide Sub-Adviser with notice of: (A) the occurrence
of any event which reasonably likely could disqualify Adviser from serving as an
investment adviser of a registered investment company under Section 9(a) of the
1940 Act or otherwise; (B) an event that would constitute a change in control
(as interpreted under the 0000 Xxx) of Adviser; and (C) of any pending or
overtly threatened audit, investigation, complaint, examination or other
regulatory inquiry (other than routine or sweep regulatory examinations or
inspections) relating to the Fund conducted by any state or federal governmental
regulatory authority provided that Adviser will not be deemed in breach of this
disclosure obligation to the extent that counsel has informed Sub-Advise that
such disclosure would render Adviser in violation of any applicable law or
regulation and provided further, that the Adviser will provide such disclosure
to the Sub-Adviser promptly upon the suspension of such impediment;
(xi)
The Trust (i) has established an Anti-Money Laundering Program (“AML Program”)
that is designed to comply with the USA PATRIOT Act of 2001 and other applicable
U.S. laws and regulations relating to the prevention of money laundering and
terrorist financing, and (ii) is subject to the regulations administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and has
policies and procedures designed to comply with the prohibitions and
restrictions mandated by OFAC. The Trust, Fund and Adviser recognize
and agree that the Sub-Adviser does not have responsibilities regarding the
Trust’s AML Program and the Trust’s OFAC policies and procedures and for
clearing the shareholders of the Fund through the AML Program and the Trust’s
OFAC policies and procedures;
(xii)
The Adviser understands, acknowledges, represents and agrees (a) that the
acceptance of this Agreement together with the remittance of the appropriate
documentation will not breach any applicable money laundering rules or
regulations and (b) to promptly provide to the Sub-Adviser documentation
verifying its identity as required in subsection 7(b)(xii)
below. Adviser will provide additional information or take such other
actions as may be necessary or advisable for Sub-Adviser to comply with any
requirements related to money laundering rules or regulations, related legal
process or appropriate requests (whether formal or informal) or
otherwise. Adviser hereby consents to disclosure by the Sub-Adviser
and its agents to relevant third parties of information pertaining to Adviser in
respect of such rules or regulations or information requests related
thereto. Further, Adviser represents and warrants that no party which
either (x) has had any of its assets blocked under the OFAC maintained list of
Specially Designated Nationals Blocked Persons, the U.S. Presidential Executive
Order 13224, Financial Action Task Force on Money Laundering’s list of
non-cooperative jurisdictions, the U.S. Department of the Treasury’s Financial
Crimes Enforcement Network Adviser list or any other sanction, regulation or law
promulgated by ay U.S. governmental entity or intergovernmental group
organization of which the U.S. is a member (collectively, the “U.S. Sanction
Laws”), or (y) has been identified by the U.S. Government as a person whose
assets are blocked under the U.S. Sanction Laws, has any beneficial interest in
the Adviser; and
-9-
(xii)
The Adviser will provide the Sub-Adviser with (a) a copy of its Certificate of
Formation and any change of name certificate, (b) a properly
authorized mandate authorizing the Adviser to enter into this Agreement (e.g. a
certified resolution which includes the names of the authorized signatories;
and, if requested by Sub-Adviser, further evidence that the Adviser’s
constitutional documents permit it to enter this Agreement, that all appropriate
action has been taken by it to authorize the Agreement, and that each person
executing the Agreement has authority to do so.
(c) Notice
of Material Change. The Adviser and Sub-Adviser mutually agree to provide the
other with prompt written notice if any of their respective representations,
warranties or covenants as set forth in Section 7(a) or 7(b) as the case may
be, shall be breached, or become inaccurate, in any material respect,
provided that neither Adviser or Sub-Adviser will be deemed in breach of this
disclosure obligation to the extent that counsel has informed Adviser or
Sub-Adviser, as the case may be, that such disclosure would render the reporting
party in violation of any applicable law or regulation and provided further,
that the Adviser will provide such disclosure to the Adviser promptly upon the
suspension of such impediment.
|
SECTION
8.
|
Privacy;
Confidentiality.
|
Each party to this Agreement agrees
that it shall (and, in the case of Adviser, that Adviser shall cause the Board,
the Fund and the Trust to) treat as confidential, and not disclose to any third
party, any information (including Sub-Adviser’s investment advice) provided to
it (the “Receiving Party”) by the other party (the “Disclosing Party”) that is
marked “Confidential” or that reasonably should be known to be confidential,
including the investment activities or holdings of the Fund (collectively,
“Confidential Information”). All Confidential Information that a
Disclosing Party provides to the Receiving Party shall not be used by the
Receiving Party (and, in cases where Adviser is the Receiving Party, by the
Board, the Fund or the Trust) for any purpose not permitted under this
Agreement. The foregoing (a) shall not be applicable to any
information that is publicly available when provided by the Disclosing Party or
which thereafter becomes publicly available other than in contravention of this
Agreement or any confidentiality obligation known to the Receiving Party, (b)
shall not prevent disclosure or use of any Confidential Information to the
extent necessary to render the services or perform the obligations pursuant to
this Agreement, or otherwise to operate the Trust and the Fund, provided, that
any disclosure to a third party is made subject to confidentiality obligations
substantially similar, in all material respects, to the privacy and
confidentiality obligations imposed under this Section 8, and (c) shall not
prevent disclosures expressly permitted or required under applicable law, rule
or regulation (including in response to regulatory requests). A copy
of the Sub-Adviser’s privacy policy is attached hereto as Exhibit
A.
|
SECTION
9.
|
Limitations
of Liability; Indemnification.
|
(a)
General Limitation
of Liability. In the absence of
willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser,
or of reckless disregard by Sub-Adviser of its obligations and duties under this
Agreement, Sub-Adviser shall not be liable to Adviser, the Fund, the Trust, any
shareholder of the Fund, or any other person or entity for any mistake of law,
investment decision or other action or omission on the part of
Sub-Adviser. Without limiting the foregoing, Sub-Adviser shall not
have any liability whatsoever for any investment losses incurred by the Fund, or
arising from transactions by the Fund, prior to the date on which Sub-Adviser
assumes responsibility for the management of the Subadvised Assets of such
Fund.
-10-
(b)
Indemnification. Subject
to the terms and conditions of this Agreement, each party (the “Indemnifying Party”)
agrees to indemnify, defend and hold harmless the other party, its shareholders,
controlling persons, trustees/directors, officers or employees (collectively,
the “Indemnified
Parties”), from and against any direct loss, claim, penalty, fine,
expense (including reasonable attorney’s fees) or other liability suffered, paid
or incurred by any of the Indemnified Parties arising out of, resulting from or
relating to (i) any material breach of the Indemnifying Party’s covenants under
this Agreement, (ii) any material inaccuracy in, or material breach of, any of
the Indemnifying Party’s representations and warranties contained in this
Agreement, (iii) any violation of applicable law by the Indemnifying Party, its
shareholders, controlling persons, trustees/directors, officers or employees,
(or, in the case of Adviser, the Fund or its service providers, other than
Sub-Adviser), or (iv) the willful misfeasance, bad faith, gross negligence or
willful disregard of the Indemnifying Party’s obligations under this Agreement
on the part of the Indemnifying Party, its controlling persons,
trustees/directors, officers or employees (or, in the case of
Adviser, the Fund or its service providers, other than
Sub-Adviser). Nothing herein shall be deemed to protect any
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of its or their willful misfeasance, bad faith or
gross negligence by any Indemnified Party in the performance of its duties under
this Sub-Advisory Agreement. Additionally, the respective
indemnification obligations hereunder shall not apply in the event that the
conduct that would otherwise form the basis for a claim hereunder, resulted from
reliance by the party from whom indemnification is sought on information
provided to such party, in writing, by the party seeking indemnification
hereunder (or any affiliate of such party) or actions taken by the party seeking
indemnification hereunder (or any affiliate of such party).
(c) Class
Actions and Other Litigation Matters. The Adviser, Trust or Fund will
initiate and pursue all appropriate litigation claims and related filings,
including but not limited to, preparing and filing pleadings and proofs of
claim, in any and all litigation matters in connection with any assets held in
the Fund. The Sub-adviser will upon request and to the extent
possible, assist the Adviser, Trust and/or Fund with such actions, but may only
do so on behalf of the assets currently managed by the
Sub-Adviser. Sub-Adviser will forward to the Adviser promptly any
materials it receives in this regard.
(d)
Remedies Limited to Sub-Adviser
and Its Assets. Adviser, on behalf of itself, the Fund and the
Trust, is hereby expressly put on notice of any limitation of liability as set
forth in the governing documents (i.e., articles of
incorporation, declaration of trust, partnership agreement, or similar governing
document, or bylaws) of Sub-Adviser and agrees that the obligations assumed by
Sub-Adviser pursuant to this Agreement will be limited in any case to
Sub-Adviser and its assets and Adviser, the Trust, and the Fund shall not seek
satisfaction of any such obligation from the shareholders of Sub-Adviser, the
directors/trustees of Sub-Adviser, Sub-Adviser’s officers, employees, agents,
contractors or other representatives, or any of them.
(e)
Exclusion. Nothing
in this Agreement is intended, or shall be construed, as relieving Adviser or
Sub-Adviser from any liability or obligation under any provision of the 1940
Act, the Advisers Act or other applicable state or federal law that may not be
modified or waived.
|
SECTION
10.
|
Term
and Termination.
|
(a) This
Agreement shall become effective as of the date first written above (“Effective
Date”) and shall continue in effect thereafter for a period of two years from
the Effective Date, unless sooner terminated. This Agreement will continue
thereafter for successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof, if such
continuance is specifically approved at least annually in conformity with the
requirements of the 1940 Act; provided, however, that this Agreement may be
terminated by the Sub-Adviser or by the Adviser, without payment of any penalty
upon not more than sixty (60) days’ prior written notice, which notice may be
waived by the party entitled thereto. This Agreement may also be
terminated (A) by the Board or (B) by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of such Fund. Any
notice of termination shall be provided to Adviser, Sub-Adviser and the
Trust.
-11-
(b) This
Agreement will terminate automatically, without payment of any penalty, in the
event of its assignment (as defined in the 0000 Xxx) or upon the termination of
the Advisory Agreement. In the event of termination of this Agreement
for any reason, Sub-Adviser shall, promptly upon receiving notice of termination
or a receipt acknowledging delivery of a notice of termination to Adviser, or
such later date as may be specified in such notice, cease all activity on behalf
of the Fund and with respect to the Subadvised Assets, except as expressly
directed by Adviser, and except for the settlement of securities transactions
already entered into for the account of the Fund with respect to the Subadvised
Assets. Termination of this Agreement shall not relieve Adviser or
Sub-Adviser of any liability incurred hereunder. The provisions of
Sections 5 (Compensation), 6 (Expenses), 9 (Limitation of Liability), 10 (Term
and Termination) and 12(j) (Governing Law) of this Agreement shall survive
termination for the applicable statute of limitations period.
|
SECTION
11.
|
Use
of Names.
|
(a)
By
Sub-Adviser. Nothing in this Agreement is intended, or shall
be construed, as preventing Sub-Adviser or its affiliates from using Adviser’s,
the Trust’s or a Fund’s name in any response to a request for
information/proposal, and Sub-Adviser and its affiliates are expressly
authorized to include the name of Adviser, the Trust or the Fund on a
representative client list.
(b)
By
Adviser, the Trust and the Fund. Sub-Adviser hereby grants
Adviser, the Trust and the Fund, for the term of this Agreement, a royalty free,
nonexclusive, nontransferable right to use the name “Seix” (hereinafter referred
to as a “Xxxx”) in the United States as part of the name of the series of the
Trust identified on Schedule 1 and in any Required Filings, or any sales
literature, statement, communication or other document relating to the Trust or
the Fund, provided the use of such Xxxx is approved by the Sub-Adviser in
advance in writing. Such right does not include the right to allow
third parties to use the Xxxx. Neither Adviser, the Trust nor the
Fund shall retain any right to use of the Xxxx after the termination of this
Agreement. Upon termination of this Agreement, Adviser will (and will
cause the Trust and the Fund to) immediately terminate all use of the Xxxx and
destroy any remaining unused sales literature, statements, communications or
other documents, whether written, printed or electronic, that contains the
Xxxx. Adviser agrees to use its best efforts to ensure that the
nature and quality of the services rendered in connection with the Xxxx shall
conform to the terms of this Agreement. Adviser further agrees (and
to cause the Trust and the Fund) to comply with any reasonable requirements for
the use of the Xxxx provided from time to time by Sub-Adviser to Adviser or the
Trust in writing.
(c)
Required
Use. Nothing in this Agreement is intended, nor shall be
construed, as preventing either Sub-Adviser (or its affiliated person) or
Adviser, the Trust or the Fund from using the names of Sub-Adviser, Adviser, the
Trust or the Fund in responses to regulatory examinations, inspections or
inquiries, or subpoenas or other compulsory legal process.
|
SECTION
12.
|
General
Provisions.
|
(a)
Notices. All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (i) delivered
by hand, (ii) sent by facsimile or electronic mail (with written
confirmation of receipt), provided that a copy is promptly mailed by registered
mail, return receipt requested, or (iii) when received by the addressee, if
sent by a nationally recognized overnight delivery service, in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by written notice to
the other party):
Sub-Adviser: Seix
Investment Advisors LLC
00 Xxxxxxxxxxxx Xxxx, Xxxxx
X-000
Xxxxx Xxxxxx Xxxxx, Xxx
Xxxx 00000
Attention: Chief Compliance
Officer
Facsimile No.: (000)
000-0000
-12-
Adviser/Trust: Rochdale
Investment Management LLC
000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Rochdale
Compliance
Facsimile No.: (000)
000-0000
(b)
Further
Actions. The
parties agree (i) to furnish upon request to each other such further
information, (ii) to execute and deliver to each other such other
documents, and (iii) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.
(c)
Conflicts of
Interest. It is understood that (i) directors/trustees,
officers, agents and shareholders of the Trust are or may be interested in
Sub-Adviser or its affiliated persons as directors/trustees, officers,
stockholders or otherwise, (ii) directors/trustees, officers, agents and
shareholders of Sub-Adviser or its affiliated persons are or may be interest in
the Trust or the Fund as directors/trustees, officers, shareholders or
otherwise, (iii) Sub-Adviser may be interested in the Trust or the Fund, and
(iv) the existence of any such dual interests shall not affect the validity of
this Agreement or of any transactions or performance under this Agreement except
as specifically provided in (A) the Trust’s declaration of trust, articles of
incorporation, or similar governing document, or bylaws, (B) Sub-Adviser’s
declaration of trust, articles of incorporation, partnership agreement or
similar governing document, or bylaws, or (C) provisions of applicable laws,
rules or regulations.
(d)
Non-Exclusivity; Nature of
Relationship. The investment subadvisory services provided by
Sub-Adviser under this Agreement are not to be deemed to be exclusive, and
Sub-Adviser shall be free to render similar services to other advisers,
investment companies, and other types of clients. Adviser, the Trust,
the Fund and Sub-Adviser are not partners or joint venturers with each other and
nothing in this Agreement shall be construed so as to make them partners or
joint venturers or impose any liability as such on any of
them. Except as otherwise specifically provided in this Agreement (or
in a limited power of attorney referenced in this Agreement), Sub-Adviser shall
perform its services and other obligations under this Agreement as an
independent contractor and not as an agent of Adviser, the Trust, or the
Fund.
(e)
Waiver. The rights
and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, rule or regulation, (i) no claim or right arising
out of this Agreement or the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (ii) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given; and (iii) no notice to or demand on one party will be
deemed to be a waiver of any obligation of such party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.
(f)
Entire Agreement;
No Modification. This Agreement supersedes all prior
discussions, negotiations, understandings and agreements between the parties
with respect to its subject matter and constitutes a complete and exclusive
statement of the terms of the agreement between the parties with respect to its
subject matter. This Agreement may not be amended, supplemented, modified or
restated, except by a written agreement executed by both parties to this
Agreement and in accordance with the 1940 Act and the rules and regulations
thereunder.
-13-
(g)
Assignments; Successors;
No Third-Party Rights; Service Providers. Neither party may
assign any of its rights under this Agreement without the prior consent of the
other party. Subject to the preceding sentence, and Section 10 above,
this Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the permitted successors and permitted assigns of the parties. Except
as expressly provided in this Agreement, nothing expressed or referred to in
this Agreement will be construed to give any person or entity other than the
parties to this Agreement any legal or equitable right, remedy, or claim under
or with respect to this Agreement or any provision of this
Agreement. Except as expressly provided in this Agreement, this
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their permitted
successors and permitted assigns.
Notwithstanding
anything contained in this Agreement to the contrary, Sub-Adviser may enter into
arrangements with its affiliates and other third party contractors in connection
with the performance of Sub-Adviser’s services and other obligations under this
Agreement, including for the provision of certain personnel, services and
facilities to Sub-Adviser, provided that such
arrangements comply with the 1940 Act (including, if applicable the requirements
of Section 15 of the 1940 Act). Sub-Adviser agrees, subject to the
terms and conditions of this Agreement, that Sub-Adviser will remain responsible
for any actions or omissions of such affiliates or other third-party contractors
to the same extent as if Sub-Adviser had taken such action or made such omission
under this Agreement.
(h)
Severability. If
any provision of this Agreement is held invalid or unenforceable by any
regulator or court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or
unenforceable.
(i)
Construction. Unless
otherwise expressly provided: (i) the words “include,” “includes” and
“including” do not limit the preceding words or terms, and shall be construed to
be followed by “without limitation”; (ii) the word “or” in this Agreement is
disjunctive but not necessarily exclusive (and should be construed, accordingly,
as “and/or”); and (iii) any reference to “days” shall mean calendar
days. This Agreement will be construed as if drafted jointly by the
parties, and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any provision in this
Agreement. The following terms have the meanings given to such terms
under the 1940 Act, and the rules and regulations promulgated
thereunder: “interested persons”; “affiliated person”; “assign” or
“assignment”, and “federal securities laws”.
(j)
Governing Law. This
Agreement, and all statements, certifications and other actions given, made or
taken in connection with this Agreement, shall be governed by, and interpreted
and construed in accordance with, (i) the laws of the Commonwealth of
Pennsylvania without regard to conflicts of laws principles that would require
the application of the law of another jurisdiction, and (ii) applicable federal
law, including the 1940 Act. To the extent that the laws of the
Commonwealth of Pennsylvania, or any of the provisions of this Agreement,
irreconcilably conflict with applicable provisions of the 1940 Act, the 1940 Act
shall control.
(k)
Counterparts. This
Agreement may be executed (including by facsimile, Adobe portable document
format, electronic mail, or otherwise) in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same
agreement.
(l)
Force
Majeure. The Sub-Adviser will not be liable for any delay in
performance or any failure in performance hereunder caused in whole or in part
by reason of any event beyond its control.
{Signature
Page Follows}
-14-
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on
their behalf by their duly authorized representatives as of the date first above
written.
|
SUB-ADVISER:
|
ADVISER:
|
||
|
Seix
Investment Advisors LLC
|
Rochdale
Investment Management LLC
|
||
|
By:
/s/Xxxxxxx X. Xxxxxx
|
By:
/s/Xxxx Xxxxxxxxxxx
|
||
|
Name:
Xxxxxxx X. Xxxxxx
|
Name:
Xxxx Xxxxxxxxxxx
|
||
|
Title:
Counsel and CCO
|
Title:
Sr. EVP
|
SCHEDULE
1
REGISTRANT(S), FUND(S) AND
FEES
|
Name
of Registrant
|
Name
of Fund
|
Annual
Rate
|
|
Seix
Investment Advisors LLC
|
Rochdale
Fixed Income Opportunities Fund
|
40
bps
|
EXHIBIT
A
Seix
Investment Advisors LLC Privacy Statement
In
accordance with the Xxxxx-Xxxxx-Xxxxxx Act (GLB) and subsequent Securities &
Exchange Commission (SEC) Regulation S-P requirements, Seix Investment Advisors
LLC (“Seix”) has enacted certain policies and procedures regarding the
protection of client information. Seix’s general policy is set forth
herein.
Privacy
Act Policies and Procedures
Seix, its
directors, officers, and staff are committed to protecting the confidentiality
of all client information. In accordance with government regulations,
Seix will, to the best of its abilities, limit the sharing of any accumulated
nonpublic personal data to select business partners, organizations, government
officials, vendors or third parties who are authorized to act on its behalf
and/or on behalf of its clients.
Due to
the various products and services offered by Seix, any or all of the individual
products and services or a combination of products and services may be offered
to existing clients or prospective clients at any time. Thus, in
order to provide multiple products and services, it will be necessary, in the
ordinary course of doing business, for Seix officers and staff members to share
certain personal data with other employees, third party vendors and/or other
industry or product related firms. Such information will be
designated as restricted and provided to outside vendors, firms, or individuals
only when/as authorized by Seix supervisors or managers, and only on a
need-to-know basis. In addition, Seix will apply the same restricted access to
information provided by former clients and former prospective
clients. Seix has also established compliance guidelines which
restrict general access to specified client information, yet permit the firm to
pursue the best overall product and service options for its clients and
prospective clients.
Seix has
policies and procedures in place designed to dispose of client and prospective
client information in a confidential manner when/as appropriate.
In
addition to the above mentioned confidentiality measures, Seix must honor all
properly submitted regulatory and/or other appropriate governmental
requests. Clients and/or prospective clients may choose, at any time,
to inform Seix not to share any personal information with affiliated or
non-affiliated firms or vendors by contacting Seix at 1.201.391.0300 or via mail
at Seix Investment Advisors LLC, 00 Xxxxxxxxxxxx Xxxx, Xxxxx X-000, Xxxxx Xxxxxx
Xxxxx, XX 00000. Individuals who reside in California and
Massachusetts must notify us to “opt in”. That is, individuals of
those states must specifically grant Seix permission to share any information
outside of Seix. Clients and prospective clients must understand that
“opting out” or failing to “opt in” may severely restrict or limit Seix’s
ability to carry on business on behalf of those clients and in certain
circumstances could affect the client’s account and/or returns.
Seix
reserves the right to change nonmaterial information in this statement at any
time without any specific public notification. All material changes
to this statement will be posted to the official Seix Internet Site
xxx.xxxxxxxxxxxx.xxx, with all disclosure documents amended and all clients
notified as soon as is reasonably possible.
Although
Seix will make every attempt to prevent the unauthorized use of client or
prospective client data, there can be no guarantees. This privacy
policy is not intended to, and does not, create any contractual or other legal
rights in or on behalf of any party. Please contact Seix at the
sources listed above with questions and/or concerns.
