NONDISCRETIONARY SUB-ADVISORY AGREEMENT FOR STONEBRIDGE
INVESTMENT SUB-ADVISORY AGREEMENT
INVESTMENT SUB-ADVISORY AGREEMENT made as of this 28th day of March, 2014
by and among the First Trust Variable Insurance Trust, a Massachusetts business
trust (the "Trust"), First Trust Advisors L.P., an Illinois limited partnership
(the "Manager") and a registered investment adviser with the Securities and
Exchange Commission ("SEC"), and Stonebridge Advisors LLC, a limited liability
company and a registered investment adviser with the SEC (the "Sub-Adviser").
WHEREAS, First Trust Multi Income Allocation Portfolio (the "Fund") is a
series of the Trust, an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust has retained the Manager to serve as investment adviser
for the Fund pursuant to an Investment Management Agreement between the Manager
and the Trust on behalf of the Fund (as such agreement may be modified from time
to time, the "Management Agreement");
WHEREAS, the Management Agreement provides that the Manager may, subject
to certain requirements, appoint a sub-adviser at its own cost and expense for
the purpose of furnishing certain services required under the Management
Agreement; and
WHEREAS, the Trust and the Manager desire to retain the Sub-Adviser to
provide recommendations and investment advice regarding the portion of the
investment portfolio of the Fund that the Manager allocates to the Sub-Adviser
from time to time, upon the terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. The Trust and the Manager hereby appoint the Sub-Adviser
to provide certain sub-investment advisory services to the Fund for the period
and on the terms set forth in this Agreement. The Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided. The Sub-Adviser shall, for all purposes herein
provided, be deemed an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for nor represent the
Trust, Fund or the Manager in any way, nor otherwise be deemed an agent of the
Trust, Fund or the Manager.
2. Services to Be Performed. Subject always to the supervision of the
Trust's Board of Trustees (the "Board of Trustees" or the "Board") and the
Manager, the Sub-Adviser will act as sub-adviser for the Fund and make
investment recommendations to the Manager on a regular basis, but no less often
than every 30 days, regarding the investment, reinvestment and sale of the
assets of the Fund allocated to the Sub-Adviser by the Manager, which investment
recommendations shall include, but not be limited to, recommended investments,
relative weights, relative changes in such weights or the composition of the
portfolio and the manner and timing of implementing such changes, portfolio
sales and associated recommended transactions all on behalf of the Fund as
described in the Fund's currently effective registration statement on Form N-1A
as the same and such investment policies described therein may thereafter be
amended from time to time. The Sub-Adviser shall cooperate with the Manager to
ensure the recommendations are current and accurate. In the performance of its
duties, the Sub-Adviser will (a) satisfy any applicable fiduciary duties it may
have to the Fund, (b) monitor the Fund's investments, (c) comply with the
provisions of the Trust's Declaration of Trust and By-laws, as amended from time
to time and communicated by the Fund or the Manager to the Sub-Adviser, and the
stated investment objectives, policies and restrictions of the Fund as such
objectives, policies and restrictions may subsequently be changed by the Board
of Trustees and communicated by the Fund or the Manager to the Sub-Adviser in
writing and (d) assist in the valuation of portfolio assets held by the Fund as
requested by the Manager of the Fund. The Fund or the Manager will provide the
Sub-Adviser with current copies of the Trust's Declaration of Trust, By-laws,
prospectus, statement of additional information and any amendments thereto, and
any objectives, policies or limitations not appearing therein as they may be
relevant to the Sub-Adviser's performance under this Agreement. It is possible
that due to differing investment objectives or for other reasons, the
Sub-Adviser and its affiliates may recommend securities of an issuer for one
client and at approximately the same time recommend selling or sell the same or
similar types of securities for another client.
The Fund, Manager and Sub-Adviser agree that all investment decisions will
ultimately be the responsibility of the Manager and that the Sub-Adviser shall
not have or be deemed to have investment discretion with respect to the Fund's
portfolio to the extent permissible under applicable law, subject to the
following. Unless otherwise approved by the Board and the Manager, the
Sub-Adviser shall have no authority to select brokers or dealers or otherwise
place orders for the execution of the purchases and sales of portfolio
investments on behalf of the Fund. To the extent the Board and the Manager grant
the Sub-Adviser such authority in the future, the Sub-Adviser shall select
brokers or dealers and place orders to execute transactions involving assets of
the Fund in accordance with applicable law (including rules under the 0000 Xxx)
and any policies, procedures and restrictions adopted by the Board for the Fund
regarding the execution of the Fund's portfolio transactions.
The Sub-Adviser shall have no obligation or right to make decisions or
take other action with respect to proxies, tender offers or other corporate
actions regarding investments the Sub-Adviser has recommended, it being
understood that the Manager shall have such right and responsibility unless
reserved by the Fund. Notwithstanding the foregoing, the Sub-Adviser will advise
the Manager and/or the Fund, upon request, with respect to proxies, tender
offers and other corporate actions regarding securities or other assets in the
portion of the Fund's portfolio that was allocated to the Sub-Adviser in
sufficient time to permit the Manager or the Fund to take appropriate action
with respect to such portfolio investments.
For purposes of complying with Rule 10f-3, Rule 12d3-1, Rule 17a-10 and
Rule 17e-1 under the 1940 Act, the Sub-Adviser hereby agrees that it will not
consult with any other sub-adviser of an investment company or a series of an
investment company that is advised by the Manager (the "First Trust Fund
complex") or an affiliated person of a sub-adviser (including any sub-adviser
that is a principal underwriter or an affiliated person of such principal
underwriter), concerning transactions for the Fund or any fund in the First
Trust Fund complex in securities or other fund assets. In addition, with respect
to a fund in the First Trust Fund complex with multiple sub-advisers (including
the Fund), the Sub-Adviser shall be limited to providing investment advice with
respect to only the discrete portion of the fund's portfolio as may be
determined from time-to-time by the Board of Trustees or the Manager, and shall
not consult with the sub-adviser (including any sub-adviser that is a principal
underwriter or an affiliated person of such principal underwriter) as to any
other portion of the fund's portfolio concerning transactions for the fund in
securities or other assets.
The Sub-Adviser will communicate to the officers and Trustees of the Trust
such information relating to its recommendations for the Fund as they may
reasonably request. In no instance will the Fund's portfolio assets be purchased
from or sold to the Manager, the Sub-Adviser or any affiliated person of either
the Trust, the Manager, or the Sub-Adviser, except as may be permitted under the
1940 Act.
The Sub-Adviser further agrees that it:
(a) will use the same degree of skill and care in providing such
services as it uses in providing services to other fiduciary accounts for
which it has investment responsibilities;
(b) will (i) conform in all material respects to all applicable
rules and regulations of the SEC, (ii) comply in all material respects
with all policies and procedures adopted by the Board of Trustees for the
Fund and communicated to the Sub-Adviser in writing and (iii) conduct its
activities under this Agreement in all material respects in accordance
with any applicable law and regulations of any governmental authority
pertaining to its investment advisory activities;
(c) will report to the Manager and to the Board of Trustees on a
quarterly basis and will make appropriate persons available for the
purpose of reviewing with representatives of the Manager and the Board of
Trustees on a regular basis at such times as the Manager or the Board of
Trustees may reasonably request in writing regarding its recommendations
for the Fund, including, without limitation, review of the general
investment strategies of the Fund, the performance of the Fund's
investment portfolio in relation to relevant standard industry indices and
general conditions affecting the marketplace and will provide various
other reports from time to time as reasonably requested by the Manager or
the Board of Trustees;
(d) will prepare and maintain such books and records with respect
to its services under this Agreement, including records of all
recommendations made during its performance of this Agreement, and all
such other records as required for registered investment advisers
performing such services under applicable law, the Fund's compliance
policies and procedures or as otherwise requested by the Manager or the
Board and will prepare and furnish the Manager and the Board of Trustees
such periodic and special reports as the Board or the Manager may request.
Such records shall be open to inspection at all reasonable times by the
Manager or Fund and any appropriate regulatory authorities. The
Sub-Adviser further agrees that all records that it maintains for the Fund
are the property of the Fund and the Sub-Adviser will surrender promptly
to the Fund any such records upon the request of the Manager or the Fund
(provided, however, that the Sub-Adviser shall be permitted to retain
copies thereof); and shall be permitted to retain originals (with copies
to the Fund) to the extent required under Rule 204-2 under the Investment
Advisers Act of 1940 or other applicable law; and
(e) will monitor the pricing of portfolio assets, and events
relating to the issuers of those assets and the markets in which the
securities or other assets trade in the ordinary course of advising on the
portfolio investments of the Fund, and will notify the Manager promptly of
any issuer-specific or market events or other situations that occur
(particularly those that may occur after the close of a foreign market in
which the investments may primarily trade but before the time at which the
Fund's investments are priced on a given day) that may materially impact
the pricing of one or more securities or other assets in the Sub-Adviser's
portion of the portfolio. In addition, the Sub-Adviser will at the
Manager's request assist the Manager in evaluating the impact that such an
event may have on the net asset value of the Fund and in determining a
recommended fair value of the affected investment or investments.
3. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement.
4. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Manager will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a portfolio
management fee (the "Sub-Advisory Fee") equal to an annual rate of 0.20% of the
Fund's average daily net assets allocated to the Sub-Adviser. For the month and
year in which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement is
in effect during the month and year, respectively. The Sub-Advisory Fee shall be
payable in arrears on or about the first day of each month during the term of
this Agreement.
5. Services to Others. The Trust and the Manager acknowledge that the
Sub-Adviser now acts, or may in the future act, as an investment adviser to
other accounts and as investment adviser or investment sub-adviser to one or
more other investment companies that are not series of the Trust. In addition,
the Trust and the Manager acknowledge that the persons employed by the
Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not
devote their full time to such efforts. It is also agreed that the Sub-Adviser
may use any supplemental research obtained for the benefit of the Fund in
providing investment advice to its other investment advisory accounts and for
managing its own accounts.
6. Limitation of Liability. The Sub-Adviser shall not be liable for, and
the Trust and the Manager will not take any action against the Sub-Adviser to
hold the Sub-Adviser liable for, any error of judgment or mistake of law or for
any loss suffered by the Fund or the Manager (including, without limitation, by
reason of the purchase, sale or retention of any security) in connection with
the performance of the Sub-Adviser's duties under this Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser in the performance of its duties under this Agreement,
or by reason of its reckless disregard of its obligations and duties under this
Agreement.
7. Term; Termination. This Agreement shall become effective on the same
date as the Management Agreement between the Trust and the Manager becomes
effective with respect to the Fund (it being understood that the Manager shall
notify the Sub-Adviser of the date of effectiveness of the Management Agreement
as soon as reasonably practical after effectiveness), provided that it has been
approved in the manner required by the 1940 Act, (after taking into effect any
exemptive order, no action assurances, or other relief, rule or regulation upon
which the Fund may rely) and shall remain in full force until the two-year
anniversary of the date of its effectiveness unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year to year
thereafter, but only as long as such continuance is specifically approved for
the Fund at least annually in the manner required by the 1940 Act and the rules
and regulations thereunder (after taking into effect any exemptive order, no
action assurances, or other relief, rule or regulation upon which the Fund may
rely); provided, however, that if the continuation of this Agreement is not
approved for the Fund, the Sub-Adviser may continue to serve in such capacity
for the Fund in the manner and to the extent permitted by the 1940 Act and the
rules and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Manager or the Sub-Adviser upon sixty (60) days' written notice to the
other parties. This Agreement may also be terminated by the Fund by action of
the Board of Trustees or by a vote of a majority of the outstanding voting
securities of the Fund upon sixty (60) days' written notice to the Sub-Adviser
by the Fund without payment of any penalty.
This Agreement may be terminated at any time without the payment of any
penalty by the Manager, the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that the Sub-Adviser or any
officer or director of the Sub-Adviser has taken any action that results in a
breach of the material covenants of the Sub-Adviser set forth herein.
The terms "assignment" 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.
This Agreement shall automatically terminate in the event the Management
Agreement between the Manager and the Trust on behalf of the Fund is terminated,
assigned or not renewed.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Section 4 earned or accrued prior to such termination and for any
additional period during which the Sub-Adviser serves as such for the Fund,
subject to applicable law.
8. Compliance Certification. From time to time the Sub-Adviser shall
provide such certifications with respect to Rule 38a-1 under the 1940 Act as are
reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser
will, from time to time, provide a written assessment of its compliance program
in conformity with current industry standards that is reasonably acceptable to
the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under
the 1940 Act.
9. Notice. Any notice under this Agreement shall be sufficient in all
respects if given in writing and delivered by commercial courier providing proof
of delivery and addressed as follows or addressed to such other person or
address as such party may designate for receipt of such notice.
If to the Manager or the Fund: If to the Sub-Adviser:
First Trust Multi Income Allocation Portfolio Stonebridge Advisors LLC
First Trust Advisors L.P. 000 Xxxxxxx Xxxx
000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxxx 00000
Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx
Attention: Secretary
10. Limitations on Liability. All parties hereto are expressly put on
notice of the Trust's Declaration of Trust and all amendments thereto, a copy of
which is on file with the Secretary of the Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability contained therein and a copy
of which has been provided to the Sub-Adviser prior to the date hereof. This
Agreement is executed by the Trust on behalf of the Fund by the Trust's officers
in their capacity as officers and not individually and is not binding upon any
of the Trustees, officers or shareholders of the Trust individually but the
obligations imposed upon the Trust or Fund by this Agreement are binding only
upon the assets and property of the Fund, and persons dealing with the Trust or
Fund must look solely to the assets of the Fund for the enforcement of any
claims.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement will be binding upon and shall inure to the benefit of the parties
hereto and their respective successors.
12. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 10 hereof, which shall be
construed in accordance with the laws of the Commonwealth of Massachusetts) the
laws of the State of Illinois.
13 Amendment, Etc. This Agreement may only be amended, or its provisions
modified or waived, in a writing signed by the party against which such
amendment, modification or waiver is sought to be enforced.
14. Authority. Each party represents to the others that it is duly
authorized and fully empowered to execute, deliver and perform this Agreement.
The Trust represents that engagement of the Sub-Adviser has been duly authorized
by the Trust and is in accordance with the Trust's Declaration of Trust, other
governing documents of the Fund and applicable law.
15. Severability. Each provision of this Agreement is intended to be
severable from the others so that if any provision or term hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remaining provisions and terms hereof; provided,
however, that the provisions governing payment of the Sub-Advisory Fee described
in Section 4 are not severable.
16. Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties hereto with respect to the subject matter expressly set
forth herein.
IN WITNESS WHEREOF, the Trust on behalf of the Fund, the Manager and the
Sub-Adviser have caused this Agreement to be executed as of the day and year
first above written.
FIRST TRUST ADVISORS L.P. FIRST TRUST VARIABLE INSURANCE TRUST on
behalf of First Trust Multi Income
Allocation Portfolio
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxx
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Title: CEO Title: CEO
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STONEBRIDGE ADVISORS LLC
By /s/ Xxxxx Xxxxxxx
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Title: President
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