SUB-ADVISORY AGREEMENT
Exhibit (d)(11)
THIS AGREEMENT (the “Agreement”) made as of this __ day of __________ by and between Xxxxx Funds Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Climate Finance Partners, LLC, a Delaware limited liability company (the “Sub-Adviser”). The Adviser and Sub-Adviser are sometimes referred to herein individually as a “party” and collectively, the “parties”.
WITNESSETH:
WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment management services;
WHEREAS, the Adviser has entered into an Investment Advisory Agreement (“Advisory Agreement”) with KFA Global Carbon Subsidiary, Ltd. (the “Fund”), a Cayman Islands exempted limited company and a wholly-owned subsidiary of KFA Global Carbon ETF (“KRBN”), a series of KraneShares Trust (“Trust”);
WHEREAS, the Sub-Adviser is a registered investment adviser under the Advisers Act, and engages in the business of providing investment management services;
WHEREAS, the Adviser, subject to the approval of the board of directors of the Fund (the “Board” or the “Directors”), desires to retain the Sub-Adviser to render investment advisory and other services to the Fund in the manner and on the terms hereinafter set forth; and
WHEREAS, the Sub-Adviser is willing to furnish such services to the Adviser and the Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. Duties of the Sub-Adviser.
| (a) | The Adviser hereby appoints the Sub-Adviser to serve as a non-discretionary investment adviser to the Fund. Subject to supervision and oversight of the Adviser and the Board, the Sub-Adviser shall, with respect to the portion of the Fund allocated by the Adviser to the Sub-Adviser (the “Assets”) act as a non-discretionary investment adviser with respect to the Fund. In such capacity, the Sub-Adviser shall: (i) make nondiscretionary recommendations, to the Adviser or another sub-adviser to the Fund regarding the investment and reinvestment of the Assets and (ii) provide the Adviser or another sub-adviser to the Fund with non-discretionary investment advice and related data in a format reasonably required by the Adviser or another sub-adviser to the Fund. The Adviser and Sub-Adviser agree and acknowledge that any investment advisory services provided by the Sub-Adviser to the Fund hereunder are non-discretionary and the implementation of any and all investment decisions for the Fund shall be made by the Adviser or another sub-adviser to the Fund. For the avoidance of doubt, Sub-Adviser shall have no authority pursuant to this Agreement to directly implement any investment recommendations on behalf of the Fund, including the purchase and sale of securities, derivatives or other instruments on behalf of the Fund. The Sub-Adviser will provide the foregoing services subject to the following: |
| (i) | In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in the best interests of the Fund and in conformity with applicable law, the Fund’s memorandum and articles of association, each as may be modified, amended or supplemented from time to time, the prospectus and statement of additional information of KRBN, as currently in effect and as amended or supplemented from time to time, the instructions and directions of the Adviser and of the Board and KRBN’s policies and procedures. The Adviser undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned documents to the extent not otherwise publicly available. The Sub-Adviser represents that it has adopted and implemented and will maintain in accordance with Rule 206(4)-7 under the Advisers Act, policies and procedures reasonably designed to (a) prevent violation by the Sub-Adviser and its supervised persons (as such term is defined by the Advisers Act) of the Advisers Act and the rules thereunder; and (b) to the extent that the Sub-Adviser’s activities or services could affect the Fund, prevent violation of applicable law by the Fund and the Sub-Adviser. Further, the Sub-Adviser shall maintain a disaster recovery and business continuity plan that is in accordance with applicable law and within industry standards. |
| (ii) | The Sub-Adviser shall maintain all books and records with respect to the Fund required by U.S. law, except as otherwise required by applicable law or as otherwise maintained by the registered office of the Fund in the Cayman Islands. The Sub-Adviser shall timely furnish to the Adviser all information needed by the Adviser to keep any books and records of the Fund. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. |
| (iii) | The Sub-Adviser shall reasonably cooperate with and provide reasonable assistance to the Adviser, the Fund’s administrator, the Fund’s custodian and foreign custodians, the Fund’s transfer agent and pricing agents and all other agents and representatives of the Fund. The Sub-Adviser shall not hold, or have custody of, any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Sub-Adviser. The Sub-Adviser will also provide the Adviser with such compliance reports and certifications relating to its duties under this Agreement and applicable laws and regulations as may be reasonably requested. |
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| (iv) | To the extent applicable, the Sub-Adviser shall, when reasonably requested, consult with the Adviser regarding the exercise of the rights of security holders with respect to securities held by the Fund. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Fund are invested received by it to the Adviser or to any agent of the Adviser designated by the Adviser in writing. |
| (v) | The Sub-Adviser shall maintain books and records with respect to its services to the Fund and keep the Adviser informed on an ongoing basis of all material facts concerning the Sub-Adviser and its key investment personnel providing services to the Fund. To the extent relevant and applicable to the Sub-Adviser’s services, the Sub-Adviser shall furnish to the Adviser, the Board or the Trust’s Board regular, periodic and special reports, balance sheets or financial information and such other information with regard to its affairs as the Adviser, Board or the Trust’s Board may reasonably request; and the Sub-Adviser will attend any meetings with the Adviser and/or the Board and/or the Trust’s Board, as reasonably requested, to discuss the foregoing. Upon the request of the Adviser, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser, the Fund, the Trust with the SEC or sent to shareholders under applicable law. The Sub-Adviser will cooperate promptly with any regulatory or compliance examinations or inspections (including information requests) relating to the Fund. |
| (vi) | In the event that the Fund or Trust shall be required to call a meeting of shareholders or send an information statement or registration statement supplement to shareholders due to the direct actions of the Sub-Adviser, including a change of control of the Sub-Adviser, the Sub-Adviser shall bear all reasonable and out-of-pocket expenses associated therewith. |
| (vii) | The Sub-Adviser will, when requested, provide reasonable assistance in determining the fair value of the Assets, as necessary, it being understood that the Sub-Adviser will not be solely responsible for determining such value. |
| (viii) | The Sub-Adviser shall provide reasonable assistance to the Adviser in the preparation of any regulatory filings and required disclosures relating to the Fund, as requested by the Adviser from time to time. The Sub-Adviser will promptly notify the Adviser if it becomes aware of any material misstatement or omission in the foregoing. |
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| (ix) | The Fund agrees that any entity or person associated with Adviser or Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended and the Fund consents to the retention of compensation for such transactions. |
| (x) | The Sub-Adviser shall not consult with any other subadviser of the Fund concerning transactions for the Fund in securities or other assets; provided, that this shall not be deemed to prohibit the Sub-Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This also shall not be deemed to prohibit the Sub-Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940, as amended (“1940 Act”). |
2. Duties of the Adviser. The Adviser shall have responsibility for all services to be provided to the Fund pursuant to its Advisory Agreement with the Fund and shall also oversee the Sub-Adviser’s provision of services under this Agreement.
3. Compensation. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, an advisory fee at the rate specified in Schedule B hereto. The fee will be paid to the Sub-Adviser quarterly. The Sub-Adviser may waive a portion of its fee, as permitted by law and agreed by the Adviser in writing. In the event of termination of this Agreement, the fee provided in this Section shall be computed on the basis of the period ending on the last business day on which this Agreement is in effect subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month.
4. Expenses. The Adviser shall reimburse the Sub-Adviser for all reasonable and documented out-of-pocket expenses incurred by the Sub-Adviser that are mutually agreed to by the Parties (preferably in advance). Without limiting the foregoing, each of the Adviser and Sub-Adviser will furnish, at its expense, all necessary facilities and personnel, including salaries, expenses and fees of any personnel required for it to perform its duties under this Agreement and administrative facilities, including bookkeeping, and all equipment necessary for the fulfillment of its responsibilities under this Agreement.
5. Liability and Indemnification. Each party (the “Indemnifying Party”) agrees, at its expense, to defend, indemnify and hold the other party, its affiliates, officers, directors, employees and agents (collectively, the “Indemnified Parties”), harmless from any and all claims, demands, damages, costs, expenses, suits, actions, liabilities and losses (including, without limitation, reasonable attorneys’ fees and expenses) arising by virtue of, in connection with, or related to, the Indemnifying Party’s material breach of this Agreement (which shall include any failure to make payments of the Advisory Fee), except as such claims, losses or damages may result from the Indemnified Party’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties. In no event shall either party be liable to the other party for any special, consequential or punitive damages arising under or related to this Agreement. No compromise or settlement by the Indemnifying Party of any action or proceeding related to the transaction contemplated hereby shall be effective unless it also contains an unconditional release of the Indemnified Party except to the extent related to the gross negligence, bad faith, willful misconduct or reckless disregard of its duties of the Indemnified Party. Notwithstanding anything to the contrary herein, the indemnification obligations under this paragraph shall survive the termination of this Agreement.
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6. Representations and Warranties of Sub-Adviser. The Sub-Adviser represents and warrants to the Adviser and the Fund as follows:
| (a) | The Sub-Adviser is registered as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement. |
| (b) | The Sub-Adviser will immediately notify the Adviser of the occurrence of any event that could substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Sub-Adviser from serving as an investment adviser of an investment company under applicable law. The Sub-Adviser will promptly notify 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, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund, or the Sub-Adviser and provide such information as reasonably requested by the Adviser regarding such matters; |
| (c) | The Sub-Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Sub-Adviser to the Fund and to perform the services described under this Agreement; |
| (d) | The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; |
| (e) | The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; |
| (f) | This Agreement is a valid and binding agreement of the Sub-Adviser; |
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| (g) | The Sub-Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage; |
| (h) | The Sub-Adviser is not an affiliated person of any depositary bank for any Depositary Receipts held by the Fund, except a depositary bank that is deemed to be affiliated solely because the Fund owns greater than 5% of the outstanding voting securities of such depositary bank; |
| (i) | The Sub-Adviser has adopted a written code of ethics complying with applicable law and the Sub-Adviser and its applicable employees, officers, and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser (and any amendments), and, with respect to such persons, the Sub-Adviser shall furnish to the Fund and Adviser all reports and information provided under applicable law. The Sub-Adviser also represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees; |
| (j) | The Sub-Adviser shall protect against unauthorized access to or use of the Adviser or the Fund’s proprietary information that could result in harm or inconvenience to the Adviser or the Fund. The Sub-Adviser agrees to notify the Adviser as soon as possible of any information security breach or acquisition of proprietary information by an unauthorized person; and |
| (k) | The Sub-Adviser will notify the Adviser of any anticipated “assignment” (as defined in the 0000 Xxx) of this Agreement; |
7. Representations and Warranties of the Adviser. The Adviser represents and warrants to the Sub-Adviser as follows:
| (a) | The Adviser is registered as an investment adviser under the Advisers Act and will continue to be so registered so long as this Agreement remains in effect; |
| (b) | The Adviser will immediately notify the Sub-Adviser of the occurrence of any event that would substantially impair the Adviser’s ability to fulfill its commitment under this Agreement or disqualify the Adviser from serving as an investment adviser of an investment company under applicable law. The Adviser will also promptly notify the Sub-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, government agency, self-regulatory organization, public board or body, involving the affairs of the Fund or the Adviser; |
| (c) | The Adviser is fully authorized under all applicable law to enter into this Agreement and serve as Adviser to the Fund and to perform the services described under this Agreement; |
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| (d) | The Adviser is a limited liability company duly organized and validly existing under the laws of the state of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; |
| (e) | The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; |
| (f) | This Agreement is a valid and binding agreement of the Adviser; and |
| (g) | The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. |
8. Duration and Termination.
| (a) | Duration. This Agreement, unless sooner terminated as provided herein, shall become effective with respect to the Fund upon its execution and continue for two years after its initial effectiveness and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually by the Board or by vote of a majority of the outstanding voting securities of the Fund; provided, however, that if the shareholders of the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by applicable law. |
| (b) | Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty: |
| (i) | By vote of a majority of the Board, the Trust’s Board, or by vote of a majority of the outstanding voting securities of the Fund, in each case, upon sixty (60) days’ written notice to the Sub-Adviser; |
| (ii) | By the Adviser, with cause, upon sixty (60) days’ written notice to the Sub-Adviser; |
| (iii) | By the Sub-Adviser upon sixty (60) days’ written notice to the Adviser and the Board. |
| (iv) | By any party, to take effect immediately upon written notice to the other party, in the event that: |
| (A) | the license, approval, quota, authorization or consent held by any of the other parties which is required for the performance of its obligations under this Agreement is rejected, revoked, restricted, terminated or suspended; |
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| (B) | any of the parties commits a material breach of this Agreement, which such material breach has not been cured by the breaching party within thirty (30) days from the date of notice from the other party of such material breach; |
| (C) | any step is taken with a view to the winding up, bankruptcy or administration of any party; |
| (D) | any adverse finding is made in respect of, or official sanction imposed on, any other party by any relevant regulatory authority which would be likely to affect its ability to perform its obligations under this Agreement; or |
| (E) | a relevant regulatory authority has held, or is likely to hold, any other party to be in breach of any regulatory or other duties in relation to this Agreement. |
This Agreement shall terminate automatically and immediately in the event of its assignment or in the event of a termination of the Advisory Agreement with the Fund. As used in this Section 8, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Securities and Exchange Commission or its staff.
9. Confidentiality. Except as otherwise set forth in this Agreement or any other agreement between the parties, each party shall keep the Confidential Information of the other party secret and confidential and shall use such Confidential Information only in accordance with the terms of this Agreement, and shall not (without the prior written consent of the other party) disclose any part of that Confidential Information to any person other than to its designated person who is mutually agreed by both parties in advance for getting access to that Confidential Information in order for the parties to perform their obligations or receive the benefit of rights under this Agreement except for the regulatory requests made to the Adviser and the Sub-Adviser arising from the applicable laws, including any demand of any regulatory or taxing authority having jurisdiction, except that the Sub-Adviser shall notify the Adviser prior to providing information in response to such a request or demand so as to allow the Adviser to respond appropriately. For the purpose of this Agreement, “Confidential Information” means in relation to any party all confidential and proprietary information (whether such information is in oral or written form or is recorded in any other medium) about or pertaining to any business initiatives or evaluation of any future business initiative, or the business of that party which it disclosed to the other party or its employee, or which is acquired by or otherwise comes to the knowledge of the other party or its employee in connection with this Agreement or any future exchange of information between the parties (including the performance by a party of its obligations hereunder). It is understood that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser, the Fund, the Fund service providers, the Board, or such persons as the Adviser, subject to the Sub-Adviser’s written consent, may designate in connection with the Fund. It is also understood that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund. Except as required by applicable law or regulation, the terms of this Agreement, all non-public information pertaining to the establishment and on-going operation of the Fund and the actions of the Sub-Adviser and the Fund in respect thereof shall be considered as “Confidential Information.” Confidential Information shall not include (a) information previously known to a party or materials to which a party had access prior to the provision of such information or materials by the other party; (b) information or materials that are now or later become publicly known without breach of this Agreement by either party; (c) information or materials provided to a party by a third party who, to the knowledge of the party, was not bound by a duty of confidentiality to the other party; (d) information independently developed by a party without the use of Confidential Information; or (e) information which is required to be disclosed pursuant to judicial process or otherwise by law. Notwithstanding anything to the contrary herein, the confidentiality obligations under this paragraph shall survive the termination of this Agreement.
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10. Exclusivity. During the Term: (a) the Sub-Adviser will not perform services pursuant to any agreement with a competitor of the Adviser seeking to issue and/or market an exchange traded product which tracks an index or basket of securities relating to Carbon Credit Products (such exchange traded product, a “Competing ETF”); and (b) the Adviser will not seek to create, issue, launch and/or market a Competing ETF (other than the Funds). “Carbon Credit Products” means carbon credits, allowances, offsets or derivatives thereof and similar financial products.
11. Supplemental Arrangements. The Sub-Adviser may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by the Sub-Adviser hereunder, provided that no such person shall perform any services with respect to the Fund that would constitute an assignment or require approval of an advisory agreement pursuant to applicable law, unless consented to in writing by the Adviser and approved in accordance with applicable law. Any compensation payable to such persons shall be the sole responsibility of the Sub-Adviser.
12. Use of Name. Each party may use the name(s), derivatives, logos, trademarks, service marks or trade names of the other party, or the other party’s brands, and/or marks, without in each instance the express prior written consent of the other party in order to promote and market the Funds; provided, that a party shall cease using such name or names immediately upon its receipt from the other party of a written notice demanding that it cease using such name or names. Neither party shall issue any press release announcing the Agreement, or otherwise discuss the Agreement with the press without in each instance the express prior written consent of the other party. The rights contained in this Section 12 will be revoked as to future use as soon as this Agreement is terminated.
13. Amendments. This Agreement may be amended by mutual written consent, subject to approval by the Board and/or the Trust’s Board and the manner required by applicable law.
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14. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the State of Delaware conflict with the applicable provisions of the 1940 Act, the latter shall control.
15. Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
16. Fund and Shareholder Liability. The Sub-Adviser agrees that any claims against or liabilities of the Fund shall be limited in all cases to the Fund and its assets. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund, nor from the Directors or any individual Director of the Fund.
17. Notice. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:
| To the Adviser at: | Xxxxx Funds Advisors, LLC |
| 000 Xxxx Xxxxxx, 00xx Xxxxx | |
| Xxx Xxxx, XX 00000 | |
| To the Sub-Adviser at: | Climate Finance Partners LLC |
| 000 Xxxxxx Xxxxx Xxxxx, | |
| Xxxxxxxxxx, XX, 00000 |
18. Third Party Beneficiaries. The Sub-Adviser acknowledges that the Fund is a third-party beneficiary of this Agreement and that the Fund shall have the full right to enforce any and all provisions of this Agreement for its benefit and to pursue any breach of any provision of this Agreement or for any loss, damage, claim, liability arising due to any act or omission to the same extent as if the Fund itself were a party to this Agreement. For the avoidance of doubt, shareholders of the Fund or KRBN are not parties to, or intended (or “third-party”) beneficiaries of, this Agreement. To the maximum extent permitted by law, this Agreement is not intended to create in any individual shareholder or group of shareholders of the Fund or KRBN any right to enforce this Agreement or to seek any remedy under this Agreement, either directly or on behalf of the Fund or KRBN.
19. Interpretation. 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 will be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment,” and “affiliated persons,” as used herein will have the meanings assigned to them by Section 2(a) of 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, whether of special or of general application, such provision will be deemed to incorporate the effect of such rule, regulation or order.
20. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
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| ADVISER: | SUB-ADVISER: | |||
| Xxxxx Funds Advisors, LLC | Climate Finance Partners LLC | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
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Schedule A
to the
by and among
Climate Finance Partners LLC
and
Xxxxx Funds Advisors, LLC
As of __________, ____
Fund Name:
KFA Global Carbon Subsidiary, Ltd.
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Schedule B
to the
by and among
Climate Finance Partners LLC
and
Xxxxx Funds Advisors, LLC
As of __________, ____
The Adviser shall pay the Sub-Adviser zero (0%) percent of average net assets of the Fund.
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