SUB-ADVISORY AGREEMENT
SINOPIA ASSET MANAGEMENT (S.A.)
THIS SUB-ADVISORY AGREEMENT is made as of the 30th day of April, 2009,
among WT Mutual Fund, a Delaware statutory trust (the "TRUST"), Xxxxxx Square
Management Corporation (the "ADVISER"), a corporation organized under the laws
of the state of Delaware and Sinopia Asset Management, a SOCIETE ANONYME
organized under the laws of France (the "SUB-ADVISER").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 ACT"), as an open-end management investment company and
offers for public sale distinct series of shares of beneficial interest; and
WHEREAS, the Wilmington Multi-Manager Real Asset Fund (the "Fund") is a
series of the Trust; and
WHEREAS, the Adviser acts as the investment adviser for the Fund pursuant
to the terms of an Investment Advisory Agreement between the Trust and the
Adviser under which the Adviser is responsible for the coordination of
investment of the Fund's assets in portfolio securities; and
WHEREAS, the Adviser is authorized under the Investment Advisory Agreement
to delegate its investment responsibilities to one or more persons or companies;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, the Trust, the Adviser and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER. The Adviser and the Trust hereby appoint and
employ the Sub-Adviser as a discretionary portfolio manager, on the terms and
conditions set forth herein, of those assets of the Fund which the Adviser
determines to assign to the Sub-Adviser (those assets being referred to as the
"FUND ACCOUNT"). The Adviser may, from time to time, make additions to and
withdrawals from the Fund Account upon one day written notice to the
Sub-Adviser.
Pursuant to the requirements of the European Directive 2004/39/CE on markets in
financial instruments (hereinafter referred to as the "Directive MIF"), the
Adviser is classified by the Sub-Adviser as a professional client.
2. ACCEPTANCE OF APPOINTMENT. The Sub-Adviser accepts its appointment as a
discretionary portfolio manager and agrees to use its professional judgment to
make investment decisions for the Fund with respect to the investments of the
Fund Account and to implement such decisions on a timely basis in accordance
with the provisions of this Agreement.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies
properly certified or authenticated of each of the following and will promptly
provide the Sub-Adviser with copies properly certified or authenticated of any
amendment or supplement thereto:
a. The Fund's Investment Advisory Agreement;
b. The Trust's most recent effective registration statement and financial
statements as filed with the Securities and Exchange Commission;
c. The Trust's Agreement and Declaration of Trust and By-Laws; and
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d. Any policies, procedures or instructions adopted or approved by the
Trust's Board of Trustees relating to obligations and services provided by the
Sub-Adviser.
4. PORTFOLIO MANAGEMENT SERVICES OF THE SUB-ADVISER. The Sub-Adviser is hereby
employed and authorized to select portfolio securities for investment by the
Fund, to purchase and to sell securities for the Fund Account, and upon making
any purchase or sale decision, to place orders for the execution of such
portfolio transactions in accordance with Sections 6 and 7 hereof and Schedule A
hereto (as amended from time to time). In providing portfolio management
services to the Fund Account, the Sub-Adviser shall be subject to and shall
conform to (i) such investment restrictions as are set forth in the 1940 Act and
the rules thereunder, the Internal Revenue Code, applicable state securities
laws, applicable statutes and regulations of foreign jurisdictions, including
France, (ii) the supervision and control of the Board of Trustees of the Trust,
(iii) such specific instructions as the Board of Trustees may adopt and
communicate to the Sub-Adviser, (iv) the investment objective, policies and
restrictions of the Trust applicable to the Fund furnished pursuant to Section 5
of this Agreement, (v) the provisions of Schedule A and Schedule B hereto and
(vi) other instructions communicated in writing to the Sub-Adviser by the
Adviser (each of the items listed in (i) and (iv) are collectively referred to
herein as the "Rules"). The Sub-Adviser is not authorized by the Trust to take
any action, including the purchase or sale of securities for the Fund Account,
in contravention of any restriction, limitation, objective, policy or
instruction described in the previous sentence other than as required by
applicable law. Notwithstanding the foregoing, the Sub-Adviser shall not be
responsible for monitoring and ensuring the Fund's compliance with the Rules to
the extent such compliance and monitoring is performed and measured with respect
to the Fund as a whole. Without limiting the foregoing, the Sub-Adviser shall
not be responsible for monitoring the Fund's compliance with (i) the overall
limitation on the Fund with respect to the maximum percentage of the Fund's
assets which may be invested in foreign securities or (ii) the overall
limitation on the Fund regarding the maximum percentage of the Fund's assets
which may be invested in the securities of any one issuer, or in the securities
of one or more issuers having their principal business activities in the same
industry. For the avoidance of doubt, the Adviser expressly agrees and
acknowledges that the Adviser (and not the Sub-Adviser) shall be responsible for
monitoring and assuring compliance with those Rules that are applicable and
measured at the Fund level. The Sub-Adviser, or its affiliate, shall maintain on
behalf of the Trust the records listed in Schedule B hereto (as amended from
time to time). At the Trust's reasonable request, the Sub-Adviser will consult
with the Trust or with the Adviser with respect to any decision made by it with
respect to the investments of the Fund Account.
5. INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS. The Trust will provide the
Sub-Adviser with the statement of investment objective, policies and
restrictions applicable to the Fund Account as contained in the Fund's
Prospectus and Statement of Additional Information, all amendments or
supplements to the Prospectus and Statement of Additional Information, and any
instructions adopted by the Board of Trustees supplemental thereto (provided
that Sub-Adviser shall be provided prompt notice of any material changes to any
information previously provided pursuant to this Agreement). The Trust agrees,
on an ongoing basis, to notify the Sub-Adviser in writing of each change in the
fundamental and non-fundamental investment policies of the Fund and will provide
the Sub-Adviser with such further information concerning the investment
objective, policies, restrictions and such other information applicable thereto
as the Sub-Adviser may from time to time reasonably request for performance of
its obligations under this Agreement. The Trust retains the right, on written
notice to the Sub-Adviser or the Adviser, to modify any such objective, policies
or restrictions in accordance with applicable laws, at any time.
6. TRANSACTION PROCEDURES. All transactions will be consummated by payment to or
delivery by the custodian designated by the Trust (the "CUSTODIAN"), or such
depositories or agents as may be designated by the Custodian in writing, of all
cash and/or securities due to or from the Fund Account, and the Sub-Adviser
shall not have possession or custody thereof. The Sub-Adviser shall advise the
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Custodian and confirm in writing to the Trust and to the administrator
designated by the Trust or any other designated agent of the Trust, all
investment orders for the Fund Account placed by it with brokers and dealers at
the time and in the manner set forth in Schedule B hereto (as amended from time
to time). The Trust shall issue to the Custodian such instructions as may be
appropriate in connection with the settlement of any transaction initiated by
the Sub-Adviser. The Trust shall be responsible for all custodial arrangements
and the payment of all custodial charges and fees, and, upon giving proper
instructions to the Custodian, the Sub-Adviser shall have no responsibility or
liability with respect to custodial arrangements or the acts, omissions or other
conduct of the Custodian, except that it shall be the responsibility of the
Sub-Adviser to provide prompt notice to the Adviser in the event that the
Custodian fails to confirm in writing proper execution of the instructions.
7. ALLOCATION OF BROKERAGE. The Sub-Adviser shall have authority and discretion
to select brokers and dealers (including brokers that may be affiliates of the
Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio
transactions initiated by the Sub-Adviser, and for the selection of the markets
on or in which the transactions will be executed, subject to conformance with
the policies and procedures disclosed in the Fund's Prospectus and Statement of
Additional Information and the policies and procedures adopted by the Trust's
Board of Trustees, in each case, as provided to the Sub-Adviser in accordance
with Section 5.
a. In executing portfolio transactions, the Sub-Adviser will give primary
consideration to securing best execution. Consistent with this policy, the
Sub-Adviser may consider the financial responsibility, research and investment
information and other services provided by brokers or dealers who may effect or
be a party to any such transaction or other transactions to which other clients
of the Sub-Adviser may be a party. It is understood that neither the Trust, the
Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's
investment transaction business. It is also understood that it is desirable for
the Fund that the Sub-Adviser have access to supplemental investment and market
research and security and economic analyses provided by certain brokers who may
execute brokerage transactions at a higher commission to the Fund than may
result when allocating brokerage to other brokers on the basis of seeking the
lowest commission. Therefore, the Sub-Adviser is authorized to place orders for
the purchase and sale of securities for the Fund with certain brokers, subject
to review by the Trust's Board of Trustees from time to time with respect to the
extent and continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Sub-Adviser in connection with its
services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized
to place orders with certain brokers for services deemed by the Adviser to be
beneficial for the Fund; and the Sub-Adviser shall follow the directions of the
Adviser or the Trust in this regard. If the Adviser directs the Sub-Adviser to
use a particular broker or brokers, the Sub-Adviser shall not be required to
comply with its best execution obligations.
b. The Sub-Adviser will maintain its current best execution policy and make
it available to the Adviser on its demand. The general best execution policy of
Sinopia Asset Management is available on the website: xxx.xxxxxxx.xx. However,
the specific conditions of the Agreement concerning best execution remain
applicable;
c. The Sub-Adviser will maintain its current conflict of interest policy
and make it available to the Adviser on its demand. Notwithstanding the content
of such policy, the parties agree to continue to comply with the terms and
conditions of this Agreement.
d. On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund Account as well as other clients
of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be sold or purchased in order to obtain the best price and
execution. In such event,
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allocation of the securities so purchased or sold, as well as expenses incurred
in the transaction, will be made by the Sub-Adviser in the manner it considers
to be the most equitable and consistent with its fiduciary obligations to the
Trust in respect of the Fund and to such other clients.
e. The Sub-Adviser agrees that it will not execute any portfolio
transactions for the Fund Account with a broker or dealer which is (i) an
affiliated person of the Trust, the Adviser or any sub-adviser for any Fund of
the Trust; (ii) a principal underwriter of the Trust's shares; or (iii) an
affiliated person of such an affiliated person or principal underwriter,unless
such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in
accordance with Rule 17e-1 of the 1940 Act and the Trust's Rule 17e-1
procedures, as adopted in accordance with Rule 17e-1 or (z) executed in
accordance with Rule 10f-3(c) of the 1940 and the Trust's Rule 10f-3(c)
procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it
will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
f. The Sub-Adviser acknowledges and agrees that in connection with the
exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act,
the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund,
which is advising the Fund, concerning the Sub-Adviser or its affiliated
persons' transactions with the Fund in securities or other assets of the Fund,
and (ii) will be limited to providing investment advice with respect to the Fund
Account.
g. The Sub-Adviser shall not be liable for the acts or omissions of any
brokers or dealers provided however that (i) the Sub-Adviser shall use
reasonable care in the selection of brokers or dealers and (ii) the Sub-Adviser
shall promptly as is practicable inform the Adviser in the event any placed
trade shall not settle in the ordinary course. It is agreed and understood that
the Sub-Adviser may utilize the services of an affiliate in placing trades with
broker-dealers. Such affiliate shall have no role in actually executing trades,
and the Sub-Adviser shall be liable for the acts or omissions of such affiliate.
8. REPORTS TO THE SUB-ADVISER. The Trust will provide the Sub-Adviser with such
periodic reports concerning the status of the Fund Account as the Sub-Adviser
may reasonably request.
9. FEES FOR SERVICES. The compensation of the Sub-Adviser for its services under
this Agreement shall be calculated and paid by the Trust in accordance with the
attached Schedule C.
10. OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges that
the Sub-Adviser or one or more of its affiliated persons may have investment
responsibilities or render investment advice to or perform other investment
advisory services for other individuals or entities and that the Sub-Adviser,
its affiliated persons or any of its or their directors, officers, agents or
employees may buy, sell or trade in any securities for its or their own
respective accounts ("AFFILIATED ACCOUNTS"). Subject to the provisions of
Section 7(d) hereof, the Trust agrees that the Sub-Adviser or its affiliated
persons may give advice or exercise investment responsibility and take such
other action with respect to other Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Fund
Account, provided that the Sub-Adviser acts in good faith, and provided further,
that it is the Sub-Adviser's policy to allocate, within its reasonable
discretion, investment opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Affiliated Accounts, taking into
account the investment objective and policies of the Fund Account and any
specific investment restrictions applicable thereto. The Trust acknowledges that
one or more of the Affiliated Accounts may at any time hold, acquire, increase,
decrease, dispose of or otherwise deal with positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Sub-Adviser shall have no
obligation to acquire for the Fund Account a position in any investment which
any Affiliated Account may acquire, and the Fund shall have no first refusal,
co-investment or other rights in respect of any such investment, either for the
Fund Account or otherwise.
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11. THE SUB-ADVISER SHALL FORWARD THE FOLLOWING REPORTS TO THE ADVISER:
o the monthly assets under management of the Fund Account;
o a monthly report for the valuation of the assets comprising the Fund
Account indicating the investment strategy implemented, the
performance of the assets comprising the Fund Account and the results
obtained during the last reporting period.
o The Sub-Adviser shall make available to the Adviser, the prospectuses
and financial reports of the collective investment schemes it has
subscribed to on behalf of the Fund Account.
o The Sub-Adviser shall make available to the Adviser such other
information regarding the Fund Account as the Adviser may reasonably
request.
12. CERTIFICATE OF AUTHORITY. The Trust, the Adviser and the Sub-Adviser shall
furnish to each other from time to time certified copies of the resolutions of
their Boards of Trustees/Directors or executive committees, as the case may be,
evidencing the authority of officers and employees who are authorized to act on
behalf of the Trust, a Fund Account, the Adviser and/or the Sub-Adviser.
13. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any action
taken, omitted or suffered to be taken by it in its reasonable judgment, in good
faith and believed by it to be authorized or within the discretion, rights or
powers conferred upon it by this Agreement, or in accordance with (or in the
absence of) specific directions or instructions from the Trust or the Adviser,
provided, however, that such acts or omissions shall not have resulted from the
Sub-Adviser's willful misfeasance, bad faith, gross negligence or a reckless
disregard of duty. Nothing in this Section 14 shall be construed in a manner
inconsistent with Section 17(i) of the 1940 Act.
14. UNDERSTANDING OF THE RISKS. The Adviser fully acknowledges and understands
the risks of losses that may result from the transactions authorized hereunder
linked in particular to variation of market fluctuations.
15. CONFIDENTIALITY. Subject to the duty of the Sub-Adviser, the Adviser and the
Trust to comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all material non-public information pertaining to the Fund Account
and the actions of the Sub-Adviser, the Adviser and the Trust in respect
thereof.
16. ASSIGNMENT. This Agreement shall terminate automatically in the event of its
assignment. The Sub-Adviser shall notify the Trust and the Adviser in writing
sufficiently in advance of any proposed change of control within the meaning of
the 1940 Act to enable the Trust and the Adviser to take the steps necessary to
enter into a new contract with the Sub-Adviser.
17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE TRUST. The Trust
represents, warrants and agrees that:
a. The Sub-Adviser has been duly appointed by the Board of Trustees of the
Trust to provide investment services to the Fund Account as contemplated hereby.
b. The Trust will deliver to the Sub-Adviser a true and complete copy of
the Fund's then current Prospectus and Statement of Additional Information as
effective from time to time and such other documents or instruments governing
the investment of the Fund Account and such other information as is necessary
for the Sub-Adviser to carry out its obligations under this Agreement.
c. The Trust is currently in compliance and shall at all times continue to
comply with the requirements imposed upon the Trust by applicable law and
regulations.
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18. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER. The Adviser
represents, warrants and agrees that:
a. The Adviser has been duly authorized by the Board of Trustees of the
Trust to delegate to the Sub-Adviser the provision of investment services to the
Fund Account as contemplated hereby.
b. The Adviser is currently in compliance and shall at all times continue
to comply with the requirements imposed upon the Adviser by applicable law and
regulations.
19. REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE SUB-ADVISER. The
Sub-Adviser represents, warrants and agrees that:
a. The Sub-Adviser is registered as an "investment adviser" under the
Investment Advisers Act of 1940 ("ADVISERS ACT") or is a "bank" as defined in
Section 202(a)(2) of the Advisers Act.
b. The Sub-Adviser will maintain, keep current and preserve on behalf of
the Trust, in the manner required or permitted by the 1940 Act, the records
identified in Schedule B. The Sub-Adviser agrees that such records (unless
otherwise indicated on Schedule B) are the property of the Trust, and will be
surrendered to the Trust promptly upon request. The Sub-Adviser agrees to keep
confidential all records of the Trust and information relating to the Trust,
unless the release of such records or information is otherwise consented to in
writing by the Trust or the Adviser. The Trust and the Adviser agree that such
consent shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings or when
required to divulge such information or records to duly constituted authorities
including, without limitation the SEC or AMF (Autorite des Marches Financiers).
c. The Sub-Adviser will complete such reports concerning purchases or sales
of securities on behalf of the Fund Account as the Adviser or the Trust may from
time to time require to assure compliance with the 1940 Act, the Internal
Revenue Code, applicable state securities laws and applicable statutes and
regulations of foreign jurisdictions, including France.
d. The Sub-Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and Section 204A of the Advisers
Act and has provided the Trust with a copy of the code of ethics and evidence of
its adoption. Within forty-five (45) days of the end of the last calendar
quarter of each year while this Agreement is in effect, the president or a vice
president or general partner of the Sub-Adviser shall certify to the Trust that
the Sub-Adviser has complied with the requirements of Rule 17j-1 and Section
204A during the previous year and that there has been no material violation of
the Sub-Adviser's code of ethics or, if such a material violation has occurred,
that appropriate action was taken in response to such violation. Upon the
written request of the Trust, the Sub-Adviser shall permit the Trust, its
employees or its agents to examine the reports required to be made to the
Sub-Adviser by Rule 17j-1(d)(1).
e. The Sub-Adviser will promptly after filing with the Securities and
Exchange Commission an amendment to its Form ADV furnish a copy of such
amendment to the Trust and the Adviser.
f. The Sub-Adviser will immediately notify the Trust and the Adviser of the
occurrence of any event which would disqualify the Sub-Adviser from serving as
an investment adviser of an investment company pursuant to Section 9 of the 1940
Act or otherwise. The Sub-Adviser will also immediately notify the Trust and the
Adviser if it is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board or body, involving the affairs of the Fund.
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20. AMENDMENT. This Agreement may be amended at any time, but only by written
agreement among the Sub-Adviser, the Adviser and the Trust, which amendment,
other than amendments to Schedules A and B, is subject to the approval of the
Board of Trustees and, to the extent required by the 1940 Act, the shareholders
of the Fund in the manner required by the 1940 Act and the rules thereunder,
subject to any applicable orders of exemption issued by the Securities and
Exchange Commission.
21. EFFECTIVE DATE; TERM. This Agreement shall become effective on the date
first written above and shall remain in force for a period of time of two years
from such date, and from year to year thereafter but only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees who are not interested persons of the Trust, the Adviser or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval, and by a vote of the Board of Trustees or of a majority of the
outstanding voting securities of the Fund. The aforesaid requirement that this
Agreement may be continued "annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
22. TERMINATION.
a. This Agreement may be terminated by the Trust (by a vote of the Board of
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities of the Fund), without the payment of any penalty, immediately upon
written notice to the other parties hereto, in the event of a material breach of
any provision thereof by the party so notified or otherwise by the Trust, upon
sixty (60) days' written notice to the other parties hereto, but any such
termination shall not affect the status, obligations or liabilities of any party
hereto to the others.
b. This Agreement may also be terminated by the Adviser or the Sub-Adviser,
without the payment of any penalty immediately upon written notice to the other
parties hereto, in the event of a material breach of any provision thereof by
the party so notified if such breach shall not have been cured within a 20-day
period after notice of such breach or otherwise by the Adviser or the
Sub-Adviser upon sixty (60) days' written notice to the other parties hereto,
but any such termination shall not affect the status, obligations or liabilities
of any party hereto to the others.
23. DEFINITIONS. As used in this Agreement, the terms "affiliated person,"
"assignment," "control," "interested person," "principal underwriter" and "vote
of a majority of the outstanding voting securities" shall have the meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject to any
applicable orders of exemption issued by the Securities and Exchange Commission.
24. NOTICE. Any notice under this Agreement shall be given in writing addressed
and delivered or mailed, postage prepaid, to the other parties to this Agreement
at their principal place of business.
25. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
26. GOVERNING LAW. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of Delaware.
27. ENTIRE AGREEMENT. This Agreement and the Schedules attached hereto embodies
the entire agreement and understanding between the parties.
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28.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
WT MUTUAL FUND
on behalf of the Wilmington Multi-Manager Real
Asset Fund
By: /S/ XXXXXX X. XXXXXX, XX.
------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President & Secretary
SINOPIA ASSET MANAGEMENT (S.A.)
By: /S/ PIERRE SEQUIER
------------------------
Name: Pierre Sequier
Title: CEO Sinopia
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: /S/ XXXX X. XXXXXX
--------------------------
Name: Xxxx X. Xxxxxx
Title: President
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SCHEDULE A
OPERATING PROCEDURES
From time to time the Adviser shall issue written Operating Procedures
which shall govern reporting of transactions and other matters so as to
facilitate (i) the monitoring of the Trust's compliance with the restrictions
and limitations applicable to the operations of a registered investment company
and (ii) the preparation of reports to the Board of Trustees, regulatory
authorities and shareholders.
SUBSTANTIVE LIMITATIONS
A. The Sub-Adviser will manage the Fund Account as if the Fund Account were a
registered investment company subject to the investment objective, policies
and limitations applicable to the Fund stated in the Trust's Prospectus and
Statement of Additional Information, as from time to time in effect,
included in the Trust's registration statement or a supplement thereto
under the Securities Act of 1933 and the Investment Company Act of 1940
(the "1940 ACT"), as each may be amended from time to time; provided,
however, that if a more stringent restriction or limitation than
any of the foregoing is stated in Section B of this Schedule, the more
stringent restriction or limitation shall apply to the Fund Account.
B. The Sub-Adviser shall not, without the written approval of the Adviser, on
behalf of the Fund Account:
1. purchase securities of any issuer if such purchase would cause more
than 10% of the voting securities of such issuer to be held in the
Fund Account (1940 Act ss.5(b)(1); IRC ss.851(b)(4)(a)(ii));
2. purchase securities if such purchase would cause:
a. more than 3% of the outstanding voting stock of any other
investment company to be held in the Fund Account (1940
Act ss.12(d)(1)(A)(i)),
b. securities issued by any other investment company having an
aggregate value in excess of 5% of the value of the total assets in
the Fund Account to be held in the Fund Account (1940 Act
ss.12(d)(1)(A)(ii)),
c. securities issued by all other investment companies (other than
Treasury Stock) having an aggregate value in excess of 10% of the
value of the total assets of the Fund Account to be held in the
Fund Account (1940 Act ss.12(d)(1)(A)(iii)),
d. more than 10% of the outstanding voting stock of any registered
closed-end investment company to be held in the Fund Account, and
by any other investment company having as its investment adviser
any of the Sub-Advisers, the Adviser, or any other investment
adviser to the Trust (1940 Act ss.12(d)(1)(C));
3. purchase securities of any insurance company if such purchase would
cause more than 10% of the outstanding voting securities of any
insurance company to be held in the Fund Account (1940 Act
ss.12(d)(2)); or
A-1
4. purchase securities of or any interest in any person who is a broker,
a dealer, is engaged in the business of underwriting, is an investment
adviser to an investment company or is a registered investment adviser
under the Investment Advisers Act of 1940 unless
a. such purchase is of a security of any issuer that, in its most
recent fiscal year, derived 15% or less of its gross revenues from
securities-related activities (1940 Act Rule 12d3-l(a)), or
b. despite the fact that such purchase is of any security of any
issuer that derived more than 15% of its gross revenues from
securities-related activities:
(1) immediately after the purchase of any equity security, the Fund
Account would not own more than 5% of outstanding securities of
that class of the issuer's equity securities (1940 Act Rule
12d3-1(b)(1));
(2) immediately after the purchase of any debt security, the Fund
Account would not own more than 10% of the outstanding
principal amount of the issuer's debt securities (1940 Act Rule
12d3-1(b)(2)); and
(3) immediately after the purchase, not more than 5% of the value
of the Fund Account's total assets would be invested in the
issuer's securities (1940 Act Rule 12d3-1(b)(3)).
C. The Sub-Adviser will manage the Fund Account so that no more than 10% of
the gross income of the Fund Account is derived from any source other than
dividends, interest, payments with respect to securities loans (as defined
in IRC ss.512(a)(5)), and gains from the sale or other disposition of stock
or securities (as defined in the 1940 Act ss.2(a)(36)) or foreign
currencies, or other income (including, but not limited to, gains from
options, futures, or forward contracts) derived with respect to the Fund's
business of investing in such stock, securities, or currencies (IRC
ss.851(b)(2)).
Dated: April 30, 2009
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SCHEDULE B
RECORD KEEPING REQUIREMENTS
RECORDS TO BE MAINTAINED BY THE SUB-ADVISER:
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A. (Rule 31a-l(b)(5) and (6)). A record of each brokerage order, and all other
portfolio purchases and sales, given by the Sub-Adviser on behalf of the
Fund Account for, or in connection with, the purchase or sale of
securities, whether executed or unexecuted. Such records shall include:
1. the name of the broker;
2. the terms and conditions of the order and of any modification or
cancellation thereof;
3. the time of entry or cancellation;
4. the price at which executed;
5. the time of receipt of a report of execution; and
6. the name of the person who placed the order on behalf of the Fund
Account.
B. (Rule 31a-l(b)(9)). A record for each fiscal quarter, completed within ten
(10) days after the end of the quarter, showing specifically the basis or
bases (e.g. execution ability, execution and research) upon which the
allocation of orders for the purchase and sale of portfolio securities to
named brokers or dealers was effected, and the division of brokerage
commissions or other compensation on such purchase and sale orders. Such
record:
1. shall include the consideration given to:
a. the sale of shares of the Trust by brokers or dealers;
b. the supplying of services or benefits by brokers or dealers to:
(1) the Trust,
(2) the Adviser,
(3) the Sub-Adviser, and
(4) any person other than the foregoing; and
c. any other consideration other than the technical qualifications
of the brokers and dealers as such;
2. shall show the nature of the services or benefits made available;
3. shall describe in detail the application of any general or specific
formula or other determinant used in arriving at such allocation of
purchase and sale orders and such division of brokerage commissions or
other compensation; and
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4. shall show the name of the person responsible for making the
determination of such allocation and such division of brokerage
commissions or other compensation.
C. (Rule 31a-l(b)(10)). A record in the form of an appropriate memorandum
identifying the person or persons, committees or groups authorizing the
purchase or sale of Fund securities. Where an authorization is made by
a committee or group, a record shall be kept of the names of its
members who participate in the authorization. There shall be retained
as part of this record: any memorandum, recommendation or instruction
supporting or authorizing the purchase or sale of Fund securities and
such other information as is appropriate to support the authorization.
D. (Rule 31a-1(f)). Such accounts, books and other documents as are
required to be maintained by registered investment advisers by rule
adopted under Section 204 of the Investment Advisers Act of 1940, to
the extent such records are necessary or appropriate to record the
Sub-Adviser's transactions with respect to the Fund Account.
Dated: April 30, 2009
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SCHEDULE C
FEE SCHEDULE
For the services to be provided to the Fund pursuant to the attached
Sub-Advisory Agreement, the Fund shall pay the Sub-Adviser an annual fee
calculated as follows:
20 basis points (0.20%) on the first $100 million of assets under management
("Assets");
15 basis points (0.15%) on Assets between $100 million and $500
million; and
10 basis points (0.10%) on Assets greater than $500 million
The fee shall be calculated and paid monthly in arrears based on the
average daily net asset value of the Fund Account.
Dated: April 30, 2009
