EX-99.(D)(25) 3 d934407dex99d25.htm FORM OF SUB-ADVISORY AGREEMENT - BRIGADE CAPITAL MANAGEMENT, LP EXECUTION DRAFT AllianceBernstein Multi-Manager Alternative Strategies Fund INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit 99_D25
EXECUTION DRAFT
AllianceBernstein Multi-Manager Alternative Strategies Fund
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this day of , 2015, between AllianceBernstein L.P., a Delaware limited partnership (the “Adviser”), and Brigade Capital Management, LP, a Delaware limited partnership (the “Sub-Adviser”).
1. | Appointment. |
b. | Limitations of Sub-Adviser’s Responsibility. Except as expressly set forth in this Agreement, the Sub-Adviser shall not be responsible for any aspects of the Fund’s investment program other than the management of the Allocated Portion in accordance with the Strategy. |
2. | Sub-Adviser Duties. |
The Sub-Adviser is hereby granted (subject to the limitations expressed) the following authority and undertakes to provide the following services and to assume the following obligations:
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c. | Management in Accordance with Fund Governing Documents, Investment Guidelines and Procedures. The Sub-Adviser will manage the Allocated Portion subject to and in accordance with: (i) the Strategy; (ii) the policies and restrictions of the Fund set forth in the Fund’s Articles of Incorporation, as amended, By-Laws and the Fund’s prospectus and registration statement (as from time to time amended, supplemented and in effect, the “Registration Statement”) (collectively, the “Governing Documents”); (iii) all relevant laws, rules and regulations, including but not limited to, the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and the rules and regulations thereunder and the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder applicable to qualification as a “regulated investment company;” (iv) any restrictions and/or guidelines applicable to the Allocated Portion as provided by the Adviser to the Sub-Adviser as amended in writing from time to time by the Adviser (the “Investment Guidelines”); and (v) any instructions which the Adviser or the Board may issue to the Sub-Adviser from time to time. The Sub-Adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Board with respect to the Fund as from time to time in effect and communicated to the Sub-Adviser (the “Procedures”). The Adviser has provided to the Sub-Adviser copies of all current Governing Documents, Investment Guidelines and Procedures and shall provide to the Sub-Adviser any amendments or supplements thereto. The Adviser will endeavor to provide reasonable notice to the Sub-Adviser of any relevant changes to the Governing Documents, Investment Guidelines or the Procedures, and the Sub-Adviser shall, absent the Sub-Adviser’s willful malfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder, not be liable for acting in accordance with existing forms of the Governing Documents, Investment Guidelines or the Procedures prior to being notified of any amendments thereto and having a reasonable amount of time to comply therewith. |
d. | Prime Brokerage and Fund Counterparties. The Adviser shall be responsible establishing one or more prime brokerages as may be required for the management of the Fund. The Sub-Adviser will use counterparties for all transactions for the Allocated Portion under agreements set up by, and in the name of, the Adviser or the Fund. For purposes of this Section, the term “counterparty” includes a clearing broker, foreign currency dealer, bank or futures commission merchant, as the case may be. The Sub-Adviser will be responsible for managing any collateral and margin requirements associated with investments made for the Allocated Portion and will perform in-house reconciliation procedures on such accounts and provide information regarding such reconciliations to the Adviser upon request. |
e. |
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provide reports to the Adviser and the Fund’s administrator (the “Administrator”) regarding (i) the securities or other instruments held in the Allocated Portion; and (ii) the securities or instruments purchased and sold for the Allocated Portion by the Sub-Adviser, in each case as of the immediately preceding Business Day. The Sub-Adviser agrees to provide such additional information to the Adviser or the Administrator regarding the Sub-Adviser’s implementation of the Strategy as the Adviser or the Administrator may reasonably request. A “Business Day” shall mean any day (other than a Saturday or Sunday) on which the New York Stock Exchange is open for business or as may otherwise be defined in the Fund’s Statement of Additional Information from time to time. |
g. |
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with any other sub-investment adviser to the Fund or any other fund under common control with the Fund, concerning transactions for the Allocated Portion except for such consultations that may be required to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17 of the 1940 Act or other applicable laws. |
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m. | Sub-Adviser Review of Materials. Upon the Adviser’s request, the Sub-Adviser shall review and comment upon selected portions relating to the Sub-Adviser and/or Strategy (including the Allocated Portion) of the Registration Statement, other offering documents and ancillary sales and marketing materials prepared by the Adviser for the Fund, and participate, at the reasonable request of the Adviser and as agreed to by the Sub-adviser, in educational meetings with placement agents and intermediaries about portfolio management and investment-related matters of the Allocated Portion of the Fund. The Sub-Adviser will promptly inform the Fund and the Adviser if any information relating to the Sub-Adviser and/or Strategy (including the Allocated Portion) in the Registration Statement is (or is reasonably expected to become) inaccurate or incomplete in any material respect. |
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3. | Fund Transactions. |
b. |
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regulations, the securities to be sold or purchased in order to obtain best execution for the Fund. In such event, allocation of the securities so purchased or sold, as well as the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such of its other clients participating in the trade. |
4. | Books and Records. |
The Sub-Adviser shall maintain such books and records with respect to the Allocated Portion as are required by law, including, without limitation, the 1940 Act (including, without limitation, the investment records and ledgers required by Rule 31a-1) and the Advisers Act, and the rules and regulations thereunder (the “Fund’s Books and Records”). The Sub-Adviser agrees that the Fund’s Books and Records are the Fund’s property and further agrees to surrender promptly to the Company or the Adviser the Fund’s Books and Records upon the request of the Board or the Adviser; provided, however, that where applicable, the Fund’s Books and Records shall be maintained by the Sub-Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. In the event of the termination of this Agreement, the Fund’s Books and Records will be returned to the Company or the Adviser. The Adviser shall, upon reasonable advance notice, and during the Sub-advisers normal business hours, be provided with access to the Sub-Adviser’s documentation and records directly relating to the Allocated Portion of the Fund and copies of such documentation and records.
5. | Compensation of the Sub-Adviser. |
The Adviser will pay the Sub-Adviser for its services with respect to the Fund the compensation specified in Appendix A to this Agreement. If, at any time, (i) the Sub-Adviser or any of its affiliates provides to any other investment company registered under the 1940 Act investment advisory services using investment strategies comparable to the Strategy, (ii) the value of the assets under management with
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respect to which the Sub-Adviser provides such services to such other investment company is comparable to or less than the value of the Allocated Portion, and (iii) the Sub-Adviser is compensated for providing such services at a rate less than the rate set forth on Appendix A, then the Sub-Adviser shall promptly notify the Adviser of the foregoing in reasonable detail and, as of the date of such notice, the rate set forth on Appendix A shall immediately and without requirement of further action be deemed amended to reflect a rate equal to the lower rate at which the Sub-Adviser is compensated by such other investment company.
6. | Allocation of Charges and Expenses. |
The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement, including but not limited to the costs and expenses that may be incurred by the Sub-Adviser, in connection with research, legal and other advisers, office space, furnishings, equipment and personnel required for perform services hereunder. The Sub-Adviser shall not be responsible for any expenses customarily borne by the Fund, including but not limited to, brokerage commissions, issue and transfer taxes, custodial fees and administrative and operational expenses incurred by the Fund in connection with the sale, transmittal or pricing of assets of the Fund.
7. | Standard of Care. |
c. |
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governed by the Sub-Adviser’s relevant policies and the Fund’s Sub-Adviser Manual; (ii) the Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties under this Agreement, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, (iii) any untrue statement of a material fact that (A) is contained in the Registration Statement, Prospectus, Statement of Additional Information, proxy materials, reports, advertisements, or sales literature relating to the Company or the Fund (collectively, “Covered Materials”), (B) pertains to the Sub-Adviser or the Strategy, and (C) was provided by the Sub-Adviser for use in the applicable Covered Materials and was reproduced faithfully by the Adviser or other party responsible for such Covered Materials, or (iv) the Sub-Adviser’s failure to provide for inclusion in Covered Materials a material fact that (A) pertains to the Sub-Adviser or the Strategy and (B) was known to the Sub-Adviser to be required to be stated therein or to be necessary to make the statements therein not materially misleading (the acts or omissions set forth in the preceding clauses (i) through (iv), the Sub-Adviser’s “Disabling Conduct”). In no event will the Sub-Adviser, its affiliates or any of their respective directors, officers or employees have any liability for Losses resulting from (i) errors or breaches that are outside of the direct control of the Sub-Adviser and (ii) any actions or omissions to act in reliance upon any instructions issued by the Adviser. |
8. | Use of Names. |
a. | Use of Sub-Adviser Name, Logo, Etc. For so long as the Sub-adviser provides services to the Fund hereunder, the Adviser and the Fund shall have a royalty-free license to use the name of the Sub-Adviser, including any logo or short-form of such name, or any combination or derivation thereof. The Sub-Adviser acknowledges and agrees that the Adviser, the Fund and the Fund’s selling agents will use such names and logos in marketing the Fund to current and prospective investors. The Adviser and the Fund shall cease to distribute or otherwise use materials containing the name and/or logo of the Sub-Adviser (except as may, in the sole discretion of the Adviser, be reasonably necessary to comply with applicable law) promptly upon termination of this Agreement with respect to the Fund. Notwithstanding the foregoing, following any termination of this Agreement the Adviser and the Fund shall have the right to disclose information identifying the Sub-Adviser as a sub-adviser for the Fund during the period that this Agreement was in effect. |
b. | Restrictions on Use of Adviser’s and Fund’s Name. Except to the extent required by applicable law or requested by any regulatory authority, the Sub-Adviser shall not use the name of the Fund or the name of Adviser in any material and in any manner relating to the Sub-Adviser without first obtaining the Adviser’s prior written consent thereto. |
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9. | Indemnification. |
a. | The Sub-Adviser shall indemnify the Fund and Adviser and each of their respective Directors, partners, officers, employees and shareholders, and each person, if any, who controls the Company or the Adviser within the meaning of Section 15 of the Securities Act against, and hold them harmless from, any and all Losses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i) any Disabling Conduct; or (ii) any untrue statement of fact herein or other breach of any of the representations or warranties of the Sub-Adviser with respect to this Agreement. |
b. | The Adviser shall indemnify the Sub-Adviser and its affiliates and each of their respective partners, directors, officers, employees and shareholders, and each person, if any, who controls the Sub-Adviser within the meaning of Section 15 of the Securities Act, against, and hold them harmless from, any and all Losses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i) any material misstatement or omission in the Fund’s Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund (other than a misstatement or omission relating to disclosure provided to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents); (ii) any material breach of any of the representations, warranties, covenants or obligations of the Adviser with respect to this Agreement; (iii) the bad faith, willful misconduct or gross negligence by the Adviser in the performance of its duties under this Agreement or reckless disregard of obligations or duties hereunder; or (iv) the acts or omissions of any sub-adviser to the Fund (other than the Sub-Adviser) in the absence of any Disabling Conduct on the part of the Sub-Adviser. |
c. | Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit or other proceeding (each a “Proceeding”) by a party seeking to be indemnified under Section 9(a) or 9(b) (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under Section 9(a) or 9(b) (the “Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding. To the extent that the Indemnifying Party has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Indemnified Party. No Indemnifying Party shall be liable under this section for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be sought hereunder. |
d. | The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise by law. |
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10. | Sub-Adviser Insurance. |
The Sub-Adviser agrees that it will maintain at its own expense an Errors and Omissions insurance policy with respect to the Sub-Adviser in a commercially reasonable amount. The foregoing policy shall be issued by one or more insurance companies that maintain an A.M. Best rating of A or higher or are otherwise acceptable to the Adviser. Any and all deductibles specified in the above-referenced insurance policies shall be assumed by the Sub-Adviser.
11. | Custodian. |
The Fund’s assets shall be maintained in the custody of its Custodian. Any assets added to the Fund shall be delivered directly to the Custodian, and the Sub-Adviser shall have no liability for the acts or omissions of any such custodian. Notwithstanding the foregoing, the Adviser understands and agrees that a portion of the assets in the Allocated Portion may include various direct and indirect interests in term loans and other assets which, together with certain financial instruments like derivatives and swaps traded over-the counter, generally are not capable of being “custodied” in the traditional sense. Accordingly, the Adviser agrees that it will not take the position that the holding of subscription documents or any other documents related to such assets by the Sub-Adviser constitutes possession of such assets by the Sub-Adviser for purposes of this Section.
12. | Representations of the Sub-Adviser. |
The Sub-Adviser represents, warrants and further covenants as follows:
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g. | Change in Key Person. The Sub-Adviser shall promptly notify the Adviser in the event Xxxxxx X. Xxxxxx, III ceases to be the primary portfolio manager responsible for the Allocated Portion. |
h. |
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by a court of competent jurisdiction; or (ii) a material adverse event occurs with respect to the Sub-Adviser’s investment advisory business that could reasonably be expected to adversely impact the Sub-Adviser’s ability to perform this Agreement. |
13. | Representations of the Adviser. |
The Adviser represents, warrants and further covenants as follows:
e. |
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might reasonably be expected to materially impair the Adviser’s ability to discharge its obligations under this Agreement or the Advisory Agreement with the Company. |
g. | Form ADV. It has received copy of Part 2 of the Sub-Adviser’s current Form ADV prior to execution of this Agreement. |
14. | Renewal, Termination and Amendment. |
b. |
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the Fund’s outstanding voting securities; provided, however, that, notwithstanding the foregoing, this Agreement may be amended or terminated in accordance with any exemptive order issued to the Adviser, the Company or its affiliates. It is understood that from time to time the Allocated Portion may be zero. This Agreement does not terminate in the event that no Allocated Portion is available for the Sub-Adviser. |
c. | Consequences of Termination. In the event of termination of this Agreement, Sections 4, 7(c), 9, 12(b) and 14(c) shall survive such termination of this Agreement. |
15. | Confidentiality. |
a. | The Sub-Adviser shall treat all records and other information relative to the Company, the Fund and the Adviser and their prior, present or potential shareholders and clients, including the list of portfolio securities, instruments and assets and liabilities of the Fund, which it shall receive or have access to in the performance of its duties confidentially and as proprietary information of the Company and the Adviser. Except as required by Applicable law or by any regulatory authority or as otherwise provided below, the Sub-Adviser shall not disclose such records or information to any third party or use such records or information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Adviser). The Sub-Adviser shall not use its knowledge of non-public information regarding the Fund’s portfolio as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others or to the detriment of the Fund. Notwithstanding the foregoing, the Sub-Adviser may disclose such records or information to the employees, service providers, representatives and agents of the Sub Adviser, the Adviser or the Fund, as required to perform the Sub-Adviser’s duties and obligations under this Agreement; provided, in such case, that the recipients of such information are informed as to the confidential nature of the information and subject to a non-disclosure agreement with the Sub Adviser or are otherwise bound to maintain the confidentiality of such records or information. |
b. | The Sub-Adviser hereby authorizes the Fund and the Adviser to use all related evaluation material, analyses and information regarding the Sub-Adviser and the investment program of the Fund, including information about portfolio holdings and positions, in connection with (1) marketing the Fund and the Adviser’s services to the Company, (2) providing ongoing information to existing shareholders and (3) providing any required regulatory disclosures. |
c. | The confidentiality provisions of this Section 15 will not apply to any information that either party hereto can show: (a) is or subsequently becomes publicly available without breach of any obligation owed to the other party; (b) became known to either party from a source other than the other party, and without breach |
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of an obligation of confidentiality owed to the other party; (c) is independently developed by either party without reference to the information required by this Agreement to be treated confidentially; or (d) is used by either party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. Nothing in this Section 15 will be deemed to prevent a party from disclosing any information received hereunder pursuant to any applicable law or in response to a request from a duly constituted regulatory or judicial authority. |
16. | Notices. |
Except as otherwise specifically provided herein, all communications under this Agreement must be in writing and will be deemed duly given and received when delivered personally, when sent by facsimile or e-mail transmission or three days after being deposited for next-day delivery with an internationally recognized overnight international delivery service, properly addressed to the party to receive such notice at the party’s address specified herein, or at any other address that any party may designate by notice to the others.
Sub-Adviser: |
Brigade Capital Management, LP |
000 Xxxx Xxxxxx, 00xx Xxxxx |
Xxx Xxxx, Xxx Xxxx 00000 |
Attn: Xxxxxxxxx Xxxx |
Tel. 000-000-0000 |
Fax: 000-000-0000 |
Email : XX@xxxxxxxxxxxxxx.xxx |
And |
Attn: Xxxxx Xxxxxxx |
Tel. 000-000-0000 |
Fax: 000-000-0000 |
Email : XX@xxxxxxxxxxxxxx.xxx |
Adviser: |
AllianceBernstein L.P. |
0000 Xxxxxx xx xxx Xxxxxxxx |
Xxx Xxxx, XX 00000 |
Attn: Chief Compliance Officer |
Tel. (000) 000-0000 |
Fax: (000) 000-0000 |
Email: XxxxxxxxxxxXxxxxxxxxx@XXXxxxxx.xxx |
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17. | Severability. |
If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall remain unaffected and shall continue in full force and effect, provided that the Agreement, as so modified, continues to express, without material change, the original intent of the parties and deletion of such provision will not substantially impair the respective rights and obligations of the parties, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
18. | Business Continuity. |
The Sub-Adviser shall maintain business continuity, disaster recovery and backup capabilities and facilities, through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions and delays. Upon request, the Sub-Adviser shall provide to the Adviser access to its written business continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans to satisfy the Adviser and Fund’s reasonable inquiries and to assist the Fund in complying with Rule 38a-1 under the 1940 Act.
19. | Lists of Affiliated Persons. |
The Adviser shall provide the Sub-Adviser with a list of each broker-dealer entity that is an “affiliated person”, as such term is defined in the 1940 Act, of the Fund. The Sub-Adviser shall provide the Adviser with a list of each person who is an “affiliated person” (and any affiliated person of such an affiliated person), as such term is defined in the 1940 Act, of the Sub-Adviser. Each of the Adviser and the Sub-Adviser agrees promptly to update such list whenever the Adviser or the Sub-Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
20. | Cooperation. |
The Sub-Adviser shall cooperate reasonable with the Adviser for purposes of filing any required reports, including responding to regulatory requests, with the SEC or such other regulator having appropriate jurisdiction. The Sub-Adviser will work in good faith with the Adviser’s and the Funds service providers to ensure the orderly daily operation of the Fund.
21. | Miscellaneous. |
a. | Further Actions. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. |
b. | Third Party Beneficiary. The Fund shall be a third party beneficiary of this Agreement. |
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d. | Appendices Part of Agreement. For the avoidance of doubt, it is acknowledged and agreed that the Appendices and Annexes appended hereto form a part of this Agreement. All defined terms used in this Agreement have the same meanings when used in the Appendices and Annexes hereto. |
e. | Captions / Headings. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. |
g. | Counterparts. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one agreement, binding on the parties. |
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS AGREEMENT.
ALLIANCEBERNSTEIN L.P. | ||
By: |
| |
Name: | Xxxxx X. Xxxxxx | |
Title: | Assistant Secretary | |
Brigade Capital Management, LP | ||
By: |
| |
Name: | Xxxxxx X. Xxxxxx, III | |
Title: | Managing Member of its General Partner |
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