SUBADVISORY AGREEMENT
Exhibit (d)(i)(I)
THIS
SUBADVISORY AGREEMENT (the “Agreement”) is entered into as of the 12th day of August, 2008 by
and between Xxxxxx X. Xxxxx & Co. Incorporated, a Wisconsin corporation
(“Advisor”), and Riverfront Investment Group, LLC, a limited liability company
organized under the laws of Delaware (“Sub-Advisor”).
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I T N E S S E T H
WHEREAS,
Baird Funds, Inc., a Wisconsin corporation (the “Corporation”), is an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the “1940 Act”);
WHEREAS,
Advisor is a federally registered investment advisor, engaged in the business of
rendering investment advisory services;
WHEREAS,
pursuant to an Investment Advisory Agreement between the Corporation and the
Advisor (the “Advisory Agreement”), the Corporation has retained Advisor to act
as its investment advisor;
WHEREAS,
the Advisory Agreement permits Advisor to delegate certain of its duties to a
subadvisor, subject to the requirements of the 1940 Act; and
WHEREAS,
Advisor desires to retain Sub-Advisor as subadvisor with respect to the
Corporation’s series named on an Exhibit to this Agreement (each, a “Fund” and
collectively, the “Funds”).
NOW,
THEREFORE, Advisor and Sub-Advisor mutually agree as follows:
1. Appointment
of the Sub-Advisor. Advisor
hereby appoints Sub-Advisor as subadvisor for the Funds, and Sub-Advisor agrees
to accept such appointment. Subject to the direction of the Board of
Directors of the Corporation and the supervision and oversight of Advisor,
Sub-Advisor shall manage the investment and reinvestment of the assets of the
Funds in accordance with each Fund’s investment objective and policies and
limitations, for the period and upon the terms herein set forth. The
investment of funds shall also be subject to all applicable restrictions of the
Articles of Incorporation and By-Laws of the Corporation as may from time to
time be in force.
2. Duties
of Sub-Advisor.
(a) Investments. Subject
to the 1940 Act, the direction of Advisor, the Board of Directors of the
Corporation, the investment policies and restrictions of each Fund as set forth
in the Corporation’s current registration statement on Form N-1A and the Funds’
compliance policies and procedures, Sub-Advisor is authorized and directed to
purchase, hold, sell and monitor on a continuous basis the investments (the
“Investments”). In providing these services, Sub-Advisor will conduct
a continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Investments. Advisor will provide Sub-Advisor
with reasonable assistance in connection with Sub-Advisor’s activities under
this Agreement, including without limitation, providing such information
concerning each Fund, its daily funds available for investment and general
affairs of the Corporation as Sub-Advisor may request.
(b) Allocation
of Brokerage. Subject
to the supervision of Advisor and the Board of Directors of the Corporation,
Sub-Advisor is authorized and directed to establish and maintain accounts on
behalf of the Funds, place orders for the purchase and sale of Investments with
or through such persons, brokers or dealers as Sub-Advisor may elect, and
negotiate commissions to be paid on such transactions. In selecting
brokers or dealers and placing orders, Sub-Advisor will seek to obtain the most
favorable combination of price and execution available (considering all factors
it deems relevant under the circumstances, including price, size of transaction,
nature of the market for the security, amount of commission, if any, timing,
reputation of broker or dealer and other factors), except to the extent it may
be permitted to pay higher brokerage commissions for brokerage and research
services as provided below.
Sub-Advisor
may cause each Fund to pay a broker that provides brokerage and research
services to Sub-Advisor a commission in excess of the commission that another
broker would have charged for effecting that transaction
provided: (i) Sub-Advisor determines in good faith that the
commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker in the terms of the particular
transaction; (ii) such commission is paid in material compliance with all
applicable state and federal laws, including Section 28(e) of the Securities
Exchange Act of 1934, as amended, and in accordance with this Agreement; and
(iii) in the opinion of the Sub-Advisor, the total commissions paid by each Fund
will be reasonable in relation to the services received. Sub-Advisor
shall provide such information regarding any such “soft dollar” arrangements
that the Sub-Advisor maintains with respect to each Fund as may be requested
from time to time by each Fund and Advisor.
To the
extent not prohibited by applicable law, Sub-Advisor may aggregate the
securities to be sold or purchased to seek to obtain the most favorable price or
lower brokerage commissions and efficient execution. In such event,
allocation of these securities and the expenses incurred in the transaction will
be made by Sub-Advisor in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to each Fund and its other
clients.
(c) Securities
Transactions. Sub-Advisor
and any of its affiliated persons will not purchase securities or other
instruments from or sell securities or other instruments to any Fund; provided,
however, Sub-Advisor may purchase securities or other instruments from or sell
securities or other instruments to a Fund if such transaction is permissible
under applicable law and such Fund’s procedures or in accordance with an
exemptive order.
(d) Books
and Records. Sub-Advisor
will maintain all books and records required to be maintained pursuant to the
1940 Act with respect to its management of the Funds, including without
limitation, a daily ledger of such assets and liabilities relating thereto and
brokerage and other records of all securities transactions, and will furnish to
Advisor or to a Fund in a timely manner copies of all such books and records
upon written request. Sub-Advisor will also preserve such books and
records for the periods prescribed in Rule 31a-2 under the 1940
Act.
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(e) Information
Provided by Sub-Advisor. As
Advisor or the Board of Directors of the Corporation may reasonably request,
Sub-Advisor will furnish reports on portfolio transactions and reports on
Investments held in the portfolio in such detail as the requesting party may
reasonably request. Sub-Advisor will prepare, subject to review by
Advisor, a letter to shareholders to be included in each Fund’s semi-annual
reports. As mutually agreed upon by the parties to this Agreement,
Sub-Advisor also will provide the Funds and Advisor quarterly economic and
investment analyses and reports or other investment services normally available
to Sub-Advisor’s other clients. Upon reasonable advance notice,
Sub-Advisor will make its officers and employees available to meet with Advisor
and the Corporation’s Board of Directors at the Corporation’s principal place of
business or another mutually agreed location to review the Investments of the
Funds. Sub-Advisor will inform the Corporation and Advisor of
material changes in investment strategy, tactics, ownership or key
personnel. Sub-Advisor also will provide information to the Advisor
to assist Advisor in ensuring the Funds’ compliance with the Internal Revenue
Code of 1986, the 1940 Act, the Securities Act of 1933, as amended (the “1933
Act”), and any state securities law, rule or regulation.
(f) Custody
Arrangements. Sub-Advisor
acknowledges receipt of a Custody Agreement for each Fund and, to the extent
within its control, will comply in all material respects with the provisions of
that agreement that relate to Sub-Advisor’s duties hereunder. On each
business day, Sub-Advisor will provide each Fund’s custodian with information
relating to all transactions concerning each Fund’s assets as Advisor or the
custodian reasonably requests.
(g) Voting
of Proxies. Sub-Advisor
shall be responsible for voting proxies with respect to securities held by each
Fund. Sub-Advisor shall provide the Corporation, in a timely manner,
the proxy voting records of each Fund as required by Form N-PX and such other
information regarding proxy voting as may reasonably be requested by the
Corporation’s Board of Directors or Advisor. Sub-Advisor represents
that it has adopted and implemented written policies and procedures that are
reasonably designed to ensure that Sub-Advisor votes proxies in the best
interest each Fund’s shareholders in compliance with Rule 206(4)-6 under
the Investment Advisers Act of 1940 (“Advisers Act”). Sub-Advisor
shall use its good faith judgment to vote or abstain from voting proxies in
accordance with those policies and procedures. Sub-Advisor shall
promptly provide a current copy of those policies and procedures to Advisor or
the Funds upon request.
(h) Agent. Subject
to any other written instructions of Advisor, the Corporation or the Funds,
Sub-Advisor is hereby appointed as Advisor’s, the Corporation’s and the Funds’
agent and attorney-in-fact for the limited purpose of executing account
documentation, agreements, contracts and other documents as Sub-Advisor is
requested by brokers, dealers, counterparties and other persons in connection
with its management of the Investments; provided, however, that any such
documentation that Sub-Advisor shall execute shall comply in all material
respects with all laws, rules and regulations applicable to the business of the
Corporation, including but not limited to the 1940 Act and the rules and
regulations thereunder. Sub-Advisor shall provide Advisor and the
Corporation with copies of any documents executed on behalf of the Corporation
hereunder as soon as possible after the execution of any such
documents.
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(i) Compliance
with Applicable Law and Governing Documents. With
respect to all matters relating to its performance under this Agreement,
Sub-Advisor and its directors, officers, partners and employees will act in
accordance in all material respects with applicable law and with the
Corporation’s governing instruments and regulatory filings, including the
Corporation’s Articles of Incorporation, By-Laws, currently effective
Registration Statement under the 1940 Act and the 1933 Act, Notice of
Eligibility under Rule 4.5 of the Commodity Exchange Act (the “CEA”) and
compliance policies and procedures adopted pursuant to Rule 38a-1 under the
1940 Act and the Funds’ Prospectuses, policies and procedures, copies of which
Advisor has provided to Sub-Advisor prior to the date hereof, (collectively,
“Governing Instruments and Regulatory Filings”) and any reasonable instructions
or directions of the Corporation, its Board of Directors or Advisor provided in
writing. Advisor will promptly provide Sub-Advisor with any material
amendments, supplements or other changes to the Governing Instruments and
Regulatory Filings, and upon receipt, Sub-Advisor will act in accordance with
such amendments, supplements or other changes.
(j) Corporation’s
Name; Advisor’s Name. Sub-Advisor
will have no rights relating to the Corporation’s name, a Fund’s name or in the
name “Baird” as it is used in connection with investment products, services or
otherwise, and Sub-Advisor will make no use of such names without the express
written consent of the Corporation, such Fund or Advisor, as the case may be;
provided that notwithstanding anything in this Agreement, Sub-Advisor shall be
entitled to use a Fund’s name and the name “Baird” in Form ADV or any other
document required to be filed with any governmental agency or self-regulatory
organization and in marketing materials for the limited purpose of indicating
that Sub-Advisor is the subadvisor to the Fund. Sub-Advisor may use a
Fund’s name and “Baird” in marketing materials for other purposes subject to
prior review and approval by Advisor.
(k) Personal
Securities Transactions. Sub-Advisor
will comply in all material respects with Rule 17j-l under the 1940 Act and
Rule 204A-1 of the Advisers Act. Upon reasonable request during
any business day, Sub-Advisor will promptly make available to Advisor or any
Fund any reports concerning the Fund required to be made by Sub-Advisor pursuant
to Rule 17j-1 under the 1940 Act. Sub-Advisor shall promptly inform
Advisor and the Funds of any violations of Rule 204A-1 under the Advisers
Act required to be reported under subsection (a)(4) of that Rule.
(l) Fair
Valuation. In
accordance with the valuation procedures adopted by the Board of Directors of
the Corporation, as amended from time to time, Sub-Advisor shall provide
appropriate assistance with fair valuation of those securities in which it
invests a Fund’s assets for which readily available market prices are
unavailable.
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(m) Regulatory
Filings. Sub-Advisor
will provide a back-up certification to Advisor in a form reasonably
satisfactory to each party relating to the Corporation’s periodic reports on
Form N-CSR and Form N-Q with respect to matters of which Sub-Advisor has
firsthand knowledge.
(n) Compliance
Oversight. Sub-Advisor
agrees to cooperate with periodic reviews of Sub-Advisor’s compliance program by
the Funds’ compliance personnel in performance of their responsibilities under
Rule 38a-1 of the 1940 Act. Sub-Advisor agrees to provide to the
Corporation copies of its compliance program and such additional information and
certifications as may reasonably be requested by the Funds’ compliance
personnel. Sub-Advisor agrees to promptly notify Advisor of any
material compliance violations which affect the Funds.
(o) Section
15(c) Request for Information. Sub-Advisor
shall provide such information as may reasonably be requested by the Board of
Directors of the Corporation under Section 15(c) of the 1940 Act in connection
with its annual consideration of this Agreement.
3. Services
Exclusive; Non-Solicitation.
(a) Except as consented
to by Advisor in writing, during the term of this Agreement and for a period of
one year thereafter, Sub-Advisor (and its successors) and any person or entity
controlled by Sub-Advisor will not directly or indirectly, or cause its
employees to, act as investment advisor or subadvisor or render investment
advice to or sponsor, promote or distribute any mutual fund, closed-end fund,
unit investment trust or other investment company (or any series or portfolio
thereof) registered under the 1940 Act other than the Funds.
(b) Except
as consented to by Advisor in writing, during the term of this Agreement and for
a period of two years thereafter, Sub-Advisor (and its successors) and any
person or entity controlled by Sub-Advisor will not directly or indirectly, or
cause its employees to, knowingly solicit any investors in the Funds for the
purpose of providing investment advice to such investors (other than through the
Funds) for a fee or other form of compensation.
4. Duties
of Advisor. Advisor
will continue to be responsible for all services to be provided to the Funds
pursuant to the Advisory Agreement, and shall oversee and review Sub-Advisor’s
performance under this Agreement.
5. Independent
Contractor. Sub-Advisor
will be an independent contractor in performing its duties under this Agreement
and unless otherwise expressly provided herein or otherwise authorized in
writing, will have no authority to act for or represent the Corporation, the
Funds or Advisor in any way or otherwise be deemed an agent of the Corporation,
the Funds or Advisor.
6. Compensation.
(a) Advisor
will pay Sub-Advisor a fee (the “Sub-Advisory Fee”) for its services to each
Fund at an annual rate set forth on the Exhibit relating to such
Fund.
(b) The
Sub-Advisory Fee shall be computed daily and shall be paid monthly to the
Sub-Advisor on or before the last business day of the next succeeding calendar
month. Along with each such monthly payment Advisor shall provide
Sub-Advisor with a schedule showing the manner in which such fee was
computed.
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(c) If this
Agreement becomes effective or terminates before the end of any month, the fee
for the period from the effective date to the end of the month or from the
beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month
in which such effectiveness or termination occurs.
7. Expenses. Sub-Advisor
shall bear its own expenses incurred by it in connection with its services under
this Agreement other than the cost of Investments (including brokerage
commissions and other transaction charges, if any, on such investments)
purchased or sold by the Funds. In addition, Sub-Advisor will, from
time to time at its sole expense, employ such persons as it reasonably believes
to be qualified to assist it in the execution of its duties
hereunder. Sub-Advisor shall not be responsible for the Funds’ or
Advisor’s expenses. Specifically, Sub-Advisor will not be responsible
for expenses of the Funds or Advisor, including, but not limited to, the
following: (a) charges and expenses for determining a Fund’s net
asset value and the maintenance of a Fund’s books and records and related
overhead; (b) the charges and expenses of a Fund’s lawyers and auditors; (c) the
charges and expenses of any custodian, transfer agent, plan agent, dividend
disbursing agent and/or administrator appointed by the Funds; (d) brokers’
commissions, and issue and transfer taxes chargeable to the Funds in connection
with securities transactions to which a Fund is a party; (e) insurance premiums,
interest charges, dues and fees for membership in trade associations and all
taxes and corporate fees payable by a Fund to federal, state or other government
agencies; (f) fees and expenses required to be paid for registration with the
Securities and Exchange Commission (the “SEC”), or any fees and expenses
required to be paid for the sale of a Fund’s shares in any state; (g) expenses
related to shareholders’ and directors’ meetings, and the preparation, printing
and distribution of prospectuses, proxy statements, reports to shareholders and
other sales literature of the Funds; (h) distribution fees payable pursuant to
Rule 12b-1 under the 1940 Act; and (i) compensation payable to the Funds’
directors.
8. Representations
and Warranties of Sub-Advisor. Sub-Advisor
represents and warrants to Advisor, the Corporation, and each Fund as
follows:
(a) Sub-Advisor: (i)
is registered as an investment advisor under the Advisers Act; (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue to meet for so
long as this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory organization, necessary to be met in order the perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will
immediately notify Advisor of the occurrence of any event that would disqualify
Sub-Advisor from serving as an investment advisor of an investment company
pursuant to the 1940 Act, the Advisers Act or otherwise;
(b) Sub-Advisor
will not engage in any transactions subject to the CEA on behalf of a Fund prior
to Sub-Advisor filing a notice of exemption pursuant to Rule 4.14 under the CEA
with the Commodity Futures Trading Commission (the “CFTC”) and the National
Futures Association or becoming otherwise qualified to act as a commodity
trading advisor under the CEA;
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(c) Sub-Advisor
is a limited liability company duly organized and validly existing under the
laws of Delaware with the power to carry on its business as it is now being
conducted;
(d) The
execution, delivery and performance by Sub-Advisor of this Agreement are within
its powers and have been duly authorized by all necessary action, and no action
or filing with any governmental body, agency or official is required for the
execution, delivery and performance of this Agreement, and the execution,
delivery and performance by Sub-Advisor of this Agreement do not contravene or
constitute a default under any provision of applicable law, rule or regulation,
Sub-Advisor governing instruments or any agreement, judgment, injunction, order,
decree or other instrument binding upon Sub-Advisor;
(e) This
Agreement is a valid and binding agreement of Sub-Advisor;
(f) Sub-Advisor
has provided its current (and will promptly provide all amendments thereto) Form
ADV (Parts 1 and II) to Advisor, and each Form ADV provided to Advisor is and
will be a true and complete copy of Sub-Advisor’s Form ADV and, to the best of
Sub-Advisor’s knowledge and belief, the information contained therein is
accurate and complete in all material respects and does not omit to state any
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and
(g) Sub-Advisor
has provided its Code of Ethics complying with Rule 204A-1 of the Advisers Act
and Rule 17j-1(c) of the 1940 Act to Advisor along with the certification
required by Rule 17j-1(c)(1)(ii) under the 1940 Act. In accordance
with Rule 17j-1, the Sub-Advisor will submit any material changes to such Code
of Ethics to the Corporation’s Board of Directors for approval no later than six
months after its adoption of the material changes. During the term of
this Agreement, Sub-Advisor will annually certify to the Corporation’s Board of
Directors that it has adopted procedures reasonably necessary to prevent persons
subject to such Code from violating the Code of Ethics, and will describe in a
written report any issues arising under the Code regarding material violations
of the Code and sanctions imposed in response thereto.
(h) Sub-Advisor
has adopted, maintains and implements written policies and procedures with
regard to the protection of customer records and information, as required by
Regulation S-P.
(i) Sub-Advisor
has adopted proxy voting policies which comply in all material respects with the
requirements of the 1940 Act.
(j) Sub-Advisor
represents, warrants and agrees that it has adopted and implemented, and will
maintain throughout the term of this Agreement, policies and procedures, as
required by Rule 206(4)-7 under the Advisers Act. Sub-Advisor has
provided the Funds with true and complete copies of such policies and procedures
(or summaries thereof).
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9. Representations
and Warranties of Advisor. Advisor
represents and warrants to Sub-Advisor, as follows:
(a) Advisor
is registered as an investment advisor under the Advisers Act.
(b) Advisor
is a corporation duly organized and validly existing under the laws of Wisconsin
with the power to carry on its business as it is now being
conducted.
(c) This
Agreement is a valid and binding agreement of Advisor.
(d) Advisor
has provided to Sub-Advisor the Corporation’s current Registration Statement on
Form N-1A relating to the Funds, and agrees to promptly provide Sub-Advisor with
all supplements or amendments thereto relating to the Funds and to advise
Sub-Advisor promptly in writing of any changes in a Fund’s investment policies
or restrictions.
10. Survival
of Representations and Warranties. All
representations and warranties made by the parties pursuant to Sections 8 and 9
will survive for the duration of this Agreement, and each party will immediately
notify the other party in writing upon becoming aware that any of the foregoing
representations and warranties are no longer true.
11. Liability
and Indemnification.
(a) Liability. In
the absence of willful misfeasance, bad faith, negligence, or reckless disregard
on the part of Sub-Advisor of its duties or obligations under this Agreement,
Sub-Advisor shall not be subject to any liability to Advisor for any act or
omission in the course of, or in connection with, rendering services hereunder
or for any loss suffered by Advisor, the Corporation, a Fund (including losses
that may be sustained in the purchase, holding or sale of Investments), or its
shareholders in connection with matters to which this Agreement
relates. In the absence of willful misfeasance, bad faith,
negligence, or reckless disregard on the part of Advisor of its duties or
obligations under this Agreement, Advisor shall not be subject to any liability
to Sub-Advisor for any act or omission in the course of, or in connection with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of Investments; provided, however, that nothing herein
shall relieve Advisor or Sub-Advisor from any of their respective obligations
under applicable law, including without limitation, federal and state securities
laws and the CEA.
(b) Indemnification. Sub-Advisor
shall indemnify Advisor and its respective officers, directors and “controlling
persons” (within the meaning of Section 2(a)(9) of the 1940 Act), for any
liability and expenses, including reasonable attorneys’ fees, which may be
sustained as a result of Sub-Advisor’s willful misfeasance, bad faith,
negligence, or reckless disregard of its duties or obligations hereunder or any
violations of applicable law, including, without limitation, federal and state
securities laws and the CEA. Advisor shall indemnify Sub-Advisor and
its respective managing members, officers, directors and “controlling persons”
(within the meaning of Section 2(a)(9) of the 0000 Xxx) for any liability and
expenses, including reasonable attorneys’ fees, which may be sustained as a
result of Advisor’s willful misfeasance, bad faith, negligence, or reckless
disregard of its duties or obligations hereunder or any violations of applicable
law, including, without limitation, federal and state securities laws and the
CEA.
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12. Duration
and Termination.
(a) Duration. This
Agreement shall begin with respect to a Fund after it has been approved in
accordance with the requirements of the 1940 Act and the Exhibit relating to
such Fund has been executed by Advisor and Sub-Advisor and shall continue in
effect for two years from its effective date and thereafter for successive
periods of one year, subject to the provisions for termination and all of the
other terms and conditions hereof if such continuation shall be
specifically approved at least annually (i) by the vote of a majority of the
Board of Directors of the Corporation, including a majority of the directors who
are not parties to this Agreement or “interested persons” (as that phrase is
defined in Section 2(a)(19) the 0000 Xxx) of any such party, cast in person at a
meeting called for that purpose or (ii) by the vote of a majority of the
outstanding “voting securities” (as that phrase is defined in Section 2(a)(42)
of the 0000 Xxx) of the Fund.
(b) Termination. Notwithstanding
anything to the contrary provided herein, this Agreement may be terminated at
any time with respect to a Fund, without payment of any penalty: (i)
by the vote of a majority of the Board of Directors of the Corporation, by the
vote of a majority of the outstanding voting securities of such Fund or by
Advisor, in each case upon not more than 60 days’ written notice; or (ii) by
Sub-Advisor upon not less than 120 days’ written notice to Advisor, the
Corporation, and such Fund. This Agreement shall also terminate
automatically in the event of its “assignment” (as defined in Section 2(a)(4) of
the 0000 Xxx) or upon the termination of the Advisory Agreement.
13. Amendment. This
Agreement may be amended with respect to a Fund by the mutual consent of the
parties, provided that the terms of each such amendment shall be approved by (i)
the affirmative vote of a majority of the Board of Directors of the Corporation
cast in person at a meeting called for that purpose, including a majority of
directors who are not “interested persons” of such Fund or Advisor, and (ii) if
necessary, by a vote of a majority of the outstanding “voting securities” (as
that phrase is defined in Section 2(a)(42) of the 0000 Xxx) of such
Fund.
14. Confidentiality. Subject
to the duties of the parties to comply with applicable laws, including any
demand of any regulatory or taxing authority having jurisdiction or under
compulsory process of law, each party shall treat as confidential all non-public
information pertaining to the Funds and the actions of Sub-Advisor, Advisor and
the Corporation in respect thereof. Sub-Advisor agrees to adhere to
the privacy policies adopted by the Corporation pursuant to Regulation S-P under
the Xxxxx-Xxxxx-Xxxxxx Act. Sub-Advisor has adopted, implemented and
agrees to maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to
prevent unauthorized access to or use of, records and information relating to a
Fund’s shareholders in compliance with Regulation S-P. Sub-Advisor
will not share any nonpublic personal information concerning a Fund’s
shareholders with any other party except as necessary for the performance of
duties under this Agreement or as required by law or allowed under one of the
exceptions set forth in Regulation S-P.
15. Notice. Any
notice that is required to be given by the parties to each other under the terms
of this Agreement shall be in writing, delivered or mailed postpaid to the other
party, or transmitted by facsimile with acknowledgment of receipt or by
electronic transmission, to the parties at their principal places of business,
which may from time to time be changed by the parties by notice to the other
party. As of the date of this agreement, the addresses of the parties
are:
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Advisor:
Xxxxxx X.
Xxxxx & Co. Incorporated
Attention:
Legal Department
000 Xxxx
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxxx 00000
Fax:
(000) 000-0000
Sub-Advisor:
Riverfront
Investment Group, LLC
Attention: Xxxx
Xxxxx
0000
Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
16. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of the
United States and the internal laws of the State of Wisconsin, without giving
effect to conflicts of laws principles; provided, however, that nothing herein
shall be construed in a manner that is inconsistent with the 1940 Act, the
Advisers Act or the rules and regulations promulgated with respect to such
respective Acts.
17. Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall
together constitute one and the same instrument.
18. Severability. If
any provision of this Agreement is held or made invalid by a court decision or
applicable law, the remainder of the Agreement shall not be affected adversely
and shall remain in full force and effect.
19. Miscellaneous. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof. Specifically, as used in this Agreement,
“investment company,” “affiliated person,” “interested person,” “assignment,”
“broker,” “dealer” and “affirmative vote of the majority of the Fund’s
outstanding voting securities” shall all have such meaning as such terms have in
the 1940 Act. In addition, where the effect of a requirement of the
1940 Act reflected in any provision of this Agreement is relaxed by a rule,
regulation or order of the SEC, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
20. Sole
Agreement. This
Agreement represents the entire agreement and understanding between the parties
and sets forth the rights, duties and obligations of each party to the other as
of its date. Any prior agreements, understandings and representations
relating to the subject matter of this Agreement are incorporated
herein.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first written above.
XXXXXX
X. XXXXX & CO. INCORPORATED
on
behalf of the Riverfront Long-Term Growth Fund
By: /s/ Xxxx Xxxxx
Xxxxxx
Name:
Xxxx Xxxxx Xxxxxx
Title:
Managing Director
RIVERFRONT
INVESTMENT GROUP, LLC
By: /s/ P. Xxxxxxx
Xxxxx
Name:
P. Xxxxxxx Xxxxx
Title:
Chairman of the Board
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EXHIBIT
A
to
the
RIVERFRONT
LONG-TERM GROWTH FUND
(a) The
Sub-Advisory Fee shall be equal to an annual rate of 0.45% of the average daily
net assets of the Fund.
(b) Notwithstanding
Paragraph (a), above, to the extent Advisor waives a portion of its advisory fee
pursuant to an expense cap/reimbursement agreement between Advisor and the
Corporation, on behalf of the Fund, to be effective for a three-year period
beginning on the date the Fund commences operations (the “Expense Cap
Agreement”), the Sub-Advisory Fee shall be 69% of the net advisory fee received
by Advisor from the Fund.
(c) Notwithstanding
Paragraphs (a) and (b), above, if, pursuant to the Expense Cap Agreement the
Advisor is required to (i) waive its entire advisory fee and (ii) reimburse Fund
expenses, no Sub-Advisory Fee shall be payable hereunder until such time as the
Advisor has recovered all reimbursed Fund expenses, together with all costs
borne by the Advisor in connection with the organization of the
Fund.
Executed as of this 12th day of August,
2008.
THE ADVISOR:
XXXXXX X. XXXXX & CO.
INCORPORATED
By: /s/ Xxxx Xxxxx
Xxxxxx
Xxxx Xxxxx Xxxxxx, Managing Director
THE SUB-ADVISOR:
RIVERFRONT INVESTMENT GROUP,
LLC
By: /s/ P. Xxxxxxx
Xxxxx
P. Xxxxxxx Xxxxx, Chairman of the Board
