INVESTMENT SUB-ADVISORY AGREEMENT
between
X. X. XXXXXX INVESTMENT MANAGEMENT INC.
and
CADOGAN MANAGEMENT, LLC
INVESTMENT SUBADVISORY AGREEMENT, effective as of the 5th day of March,
2009, between X.X. Xxxxxx Investment Management Inc. (the "Adviser"), a corporation
organized and existing under the laws of the State of Delaware, and Cadogan
Management, LLC ("Subadviser"), a limited liability company organized and existing
under the laws of the State of Delaware.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as of
the 30th day of January, 2004 ("Advisory Agreement") with UM Investment Trust, a
Massachusetts business trust (the "Trust"), on behalf of its UM Multi-Strategy Fund (the
"Fund") which is engaged in business as an open-end management investment company
registered under the Investment Company Act of 1940, as amended, ("1940 Act"); and
WHEREAS, the Subadviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, ("Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to assist it in the provision of a
continuous investment program for the hedge fund of funds investment portfolio of the
Fund listed on Appendix A (the "Subadviser Assets") and the Subadviser is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. Appointment. Adviser hereby retains the Subadviser to act as investment adviser
for and to manage the Subadviser Assets for the period and on the terms set forth in this
Agreement. The Subadviser accepts such employment and agrees to render the services
herein set forth, for the compensation herein provided.
2. Duties of the Subadviser
A. Investment Subadvisory Services. Subject to the supervision of the
Trust's Board of Trustees (the "Board") and the Adviser, the Subadviser shall
manage the investments of the Subadviser Assets in accordance with the
Fund's investment objective, policies, and restrictions as provided in the
Trust's Offering Memorandum relating to the Fund, as currently in effect and
as amended or supplemented from time to time (hereinafter referred to as the
"Offering Memorandum"), and in compliance with the requirements
applicable to registered investment companies under applicable laws and
those requirements applicable to regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended ("Code")
and in compliance with such other limitations as the Adviser may institute.
The Subadviser shall (a) make investment decisions in its sole discretion for
the Subadviser Assets; (b) place purchase and sale orders for portfolio
transactions for the Subadviser Assets; and (c) employ professional portfolio
managers and securities analysts to provide research services to the
Subadviser Assets. In providing these services, the Sub-Adviser will conduct
a continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Subadviser Assets.
B. Subadviser Undertakings. In all matters relating to the performance of this
Agreement, the Subadviser shall act in conformity with the Trust's Articles of
Incorporation, By-Laws, and Offering Memorandum and with the written
instructions and directions of the Board and the Adviser. The Subadviser hereby
agrees to:
(i) regularly report to the Board and the Adviser (in such form and
frequency as the Adviser and Subadviser mutually agree) with respect to
the implementation of the investment program, compliance of the
Subadviser Assets with the Offering Memorandum, the 1940 Act and the
Code, and on other topics as may reasonably be requested by the Board
or the Adviser, including attendance at Board meetings, as reasonably
requested, to present such reports to the Board;
(ii) comply with valuation procedures adopted by Board, including any
amendments thereto, and consult with the Trust's pricing agent
regarding the valuation of securities that are not registered for public
sale, not traded on any securities markets, or otherwise may require fair
valuation;
(iii) provide, subject to any obligations or undertakings reasonably necessary
to maintain the confidentiality of the Subadviser's non-public
information, any and all information, records and supporting
documentation about the composite of accounts and the funds the
Subadviser manages that have investment objectives, policies, and
strategies substantially similar to those employed by the Subadviser in
managing the Subadviser Assets which may be reasonably necessary,
under applicable laws, to allow the Trust or its agent to present historical
performance information concerning the Subadviser's similarly
managed accounts and funds, for inclusion in the Trust's Offering
Memorandum and any other reports and materials prepared by the Trust
or its agent, in accordance with regulatory requirements or as requested
by applicable federal or state regulatory authorities;
(iv) provide reasonable assistance to the Adviser with respect to the
Subadviser Assets in connection with the annual audit of the Fund's
financial statements, including, but not limited to: (i) providing broker
contacts as needed for obtaining trade confirmations; (ii) providing
assistance in obtaining trade confirmations in the event the Fund or the
Fund's independent registered public accounting firm is unable to obtain
such confirmations directly from the underlying hedge fund managers or
their administrators and (iii) obtaining market quotations for investments
that are not readily ascertainable in the event the Fund or the Fund's
independent registered public accounting firm is unable to obtain such
market quotations through independent means.
C. Expenses. The Subadviser will bear all of its expenses in connection with the
performance of its services under this Agreement. All other expenses to be
incurred in the operation of the Fund will be borne by the Trust, except to the
extent specifically assumed by the Subadviser. The expenses to be borne by the
Trust include, without limitation, the following: organizational costs, taxes,
interest, brokerage fees and commissions, Trustees' fees, Securities and Exchange
Commission fees and state Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining existence, costs attributable to
investor services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and meetings, and any extraordinary
expenses. The Sub-Adviser shall bear the reasonable out of pocket expenses and
costs of the Trust (including reasonable attorney's fees), if any, arising out of a
termination of the Investment Sub-Advisory Agreement as a result of an
assignment caused by a change of control or management of the Sub-Advisor,
including the preparation and mailing of an information statement to shareholders
pursuant to a "manager-of-managers" exemptive order from the SEC, or the
preparation, mailing, solicitation and other costs associated with the use of a proxy
statement relating to a shareholder vote in respect of a new sub-advisory
agreement. The foregoing obligations of the Sub-Adviser shall apply when the
Sub-Adviser, in consultation with its internal or outside counsel, deems that an
assignment of the Investment Sub-Advisory Agreement has or will occur, and
Adviser, in consultation with internal or outside counsel to the Trust, determines
that an information statement should be used, or a vote of shareholders should be
obtained, as the case may be.
D. Aggregation of Orders. On occasions when the Subadviser deems
the purchase or sale of a security to be in the best interest of the
Subadviser Assets as well as other clients of the Subadviser, the
Subadviser may to the extent permitted by applicable laws and
regulations, but shall be under no obligation to, aggregate the orders for
securities to be purchased or sold. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in the manner the Subadviser
considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to its other clients. The Adviser recognizes
that, in some cases, the Subadviser's allocation procedure may limit the
size of the position that may be acquired or sold for the Subadviser Assets.
It is understood that the allocation of investment opportunities by the
Subadviser among its clients is subject to variances that may arise due to
differences in capital inflow/outflows, legal, contractual, tax and other
good faith reasons.
E. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Subadviser hereby agrees that all records
which it maintains for the Subadviser Assets of the Fund are the property
of the Trust and further agrees to surrender promptly to the Trust copies of
any of such records upon the Fund's or the Adviser's request, provided,
however, that Subadviser may retain copies of any records to the extent
required for it to comply with applicable laws. The Subadviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records relating to its activities hereunder required to be
maintained by Rule 31a-1 under the 1940 Act and to preserve the records
relating to its activities hereunder required by Rule 204-2 under the
Advisers Act for the period specified in said Rule. Notwithstanding the
foregoing, Subadviser has no responsibility for the maintenance of the
records of the Fund, except for those related to the Subadviser Assets.
G. Subadviser Compliance Responsibilities. The Subadviser and the
Adviser acknowledge that the Subadviser is not the compliance agent for
the Fund, and does not have access to all of the Trust's books and records
necessary to perform certain compliance testing. However, to the extent
that the Subadviser has agreed to perform the services specified in this
Agreement, the Subadviser shall perform compliance testing with respect
to the Subadviser Assets based upon information in its possession and
upon information and written instructions received from the Adviser or the
Trust's Administrator and shall not be held in breach of this Agreement so
long as it performs in accordance with such information and instructions.
Specifically, the Subadviser shall not be responsible for the Fund being in
violation of any applicable law or regulation or investment policy or
restriction applicable to the Fund as a whole or for the Fund's failure to
qualify as a regulated investment company under the Code if the securities
and other holdings of the Subadviser Assets would not be in such violation
or failing to so qualify if the Subadviser Assets were deemed a separate
series of the Trust or a separate regulated investment company under the
Code. The Adviser or Trust's Administrator shall promptly provide the
Subadviser with copies of the Trust's Declaration of Trust, By-Laws,
current Prospectus and any written policies or procedures adopted by the
Board applicable to the Subadviser Assets and any amendments or
revisions thereto. Subadviser shall supply such reports or other
documentation as reasonably requested from time to time by the Adviser
to evidence Subadviser's compliance with such Prospectus, policies or
procedures.
H. Proxy voting. The Subadviser shall use its good faith judgment in a
manner which it reasonably believes best serves the interests of the Fund's
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in the Subadviser Assets. The Adviser
shall cause to be forwarded to Subadviser all proxy solicitation materials
that Adviser receives. Subadviser agrees that it has adopted written proxy
voting procedures that comply with the requirements of the 1940 Act and the
Advisers Act. The Subadviser further agrees that it will provide the Board as
the Board may reasonably request, with a written report of the proxies voted
during the most recent 12-month period or such other period as the Board
may designate, in a format that shall comply with the 1940 Act. Upon
reasonable request, Subadviser shall provide the Advisor with all proxy
voting records relating to the Subadviser Assets, including but not limited
to those required by Form NPX. Subadviser will also provide an annual
certification, in a form reasonably acceptable to Adviser, attesting to the
accuracy and completeness of such proxy voting records.
I. Use of Names. The Subadviser shall not use the name, logo,
insignia, or other identifying xxxx of the Trust or the Adviser or any of
their affiliates or any derivative or logo or trade or service xxxx thereof, or
disclose information related to the business of the Adviser or any of its
affiliates in material relating to the Subadviser in any manner not
approved prior thereto by the Adviser; provided, however, that the Adviser
shall approve all uses of its or the Trust's name and of their affiliates
which merely identify in accurate terms the appointment of the Subadviser
hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such approval be
unreasonably withheld. The Adviser shall not use the name, logo,
insignia, or other identifying xxxx of the Subadviser or any of its affiliates
in any prospectus, sales literature or other material relating to the Trust in
any manner not approved prior thereto by the Subadviser; provided,
however, that the Subadviser shall approve all uses of its name which
merely identify in accurate terms the appointment of the Subadviser
hereunder or which are required by the SEC or a state securities
commission; and provided, further that in no event shall such approval be
unreasonably withheld.
J. Portfolio Holdings. The Subadviser will not disclose, in any
manner whatsoever, any list of securities held by the Fund, except in
accordance with the Fund's portfolio holdings disclosure policy.
3. Compensation of Subadviser. The Adviser will pay the Subadviser, with respect
to each Fund on Appendix A attached hereto, the compensation specified in Appendix A.
Such fees will be computed daily and paid monthly, calculated at an annual rate based on
the Subadviser Assets' average daily net assets as determined by the Trust's accounting
agent. Compensation for any partial period shall be pro-rated based on the length of the
period.
4. Standard of Care. The Subadviser shall exercise its best judgment in rendering its
services described in this Agreement. Except as may otherwise be required by the 1940
Act or the rules thereunder or other applicable law, the Subadviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Fund or the
Adviser in connection with the matters to which this Agreement relates, except a loss
resulting from Subadviser's willful misfeasance, bad faith or gross negligence on its part
in the performance of its duties hereunder or from reckless disregard by it of its
obligations and duties under this Agreement
5. Indemnification.
a. The Adviser agrees to indemnify and hold harmless the Subadviser from and
against any and all claims, losses, liabilities or damages (including reasonable attorneys'
fees and other related expenses) ("Losses"), howsoever arising, from or in connection
with this Agreement or the performance by the Subadviser of its duties hereunder;
provided however that the Adviser will not indemnify the Subadviser for Losses resulting
from the Subadviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties or from the Subadviser's reckless disregard of its obligations
and duties under this Agreement
b. The Subadviser agrees to indemnify and hold harmless the Adviser from and
against any and all Losses resulting from the Subadviser's willful misfeasance, bad faith,
or gross negligence in the performance of, or from reckless disregard of, the Subadviser's
obligations and duties under this Agreement; provided however that the Subadviser will
not indemnify the Adviser for Losses resulting from the Adviser's willful misfeasance,
bad faith or gross negligence in the performance of its duties or from the Adviser's
reckless disregard of its obligations and duties under this Agreement.
6. Non-Exclusivity. The services of the Subadviser to the Adviser with respect to the
Subadviser assets are not to be deemed to be exclusive, and the Subadviser and its
affiliates shall be free to render investment advisory or other services to others (including
other investment companies) and to engage in other activities. It is understood and
agreed that the directors, officers, and employees of the Subadviser are not prohibited
from engaging in any other business activity or from rendering services to any other
person, or from serving as partners, officers, directors, trustees, or employees of any other
firm or corporation, including other investment companies. Adviser acknowledges that
Subadviser or its affiliates may give advice and take actions in the performance of its
duties to clients which differ from the advice, or the timing and nature of actions taken,
with respect to other clients' accounts (including the Subadviser assets) or employee
accounts which may invest in some of the same securities recommended to advisory
clients. In addition, advice provided by the Subadviser may differ from advice given by
its affiliates.
7. Maintenance of Insurance. During the term of this Agreement and for a period of
one year after the termination hereof, Subadviser will maintain investment adviser's
errors and omissions insurance and will carry a fidelity bond covering it and each of its
employees and authorized agents with each policy with limits of not less than those
considered commercially reasonable and appropriate under current industry practices.
Subadviser shall promptly notify Adviser of any termination of said coverage.
8. Confidentiality. Each party to this Agreement shall keep confidential any nonpublic
information concerning the other party and will not use or disclose such information for
any purpose other than the performance of its responsibilities and duties hereunder,
except for (a) any such disclosure which is authorized by the non-disclosing party, (b)
any such disclosure which is expressly required or requested by applicable law or by
federal or state regulatory authorities or (c) any such disclosure to the disclosing party's
employees, third-party service providers, consultants, legal advisors or auditors having a
need to know such nonpublic information, it being agreed that Subadviser shall inform
such parties of the confidential nature of the nonpublic information and such parties shall
be directed by Subadviser to keep the nonpublic information confidential in accordance
with the terms of this Agreement. Nonpublic information shall not include information a
party to this Agreement can clearly establish was (a) known to the party prior to this
Agreement; (b) rightfully acquired by the party from third parties whom the party
reasonably believes are not under an obligation of confidentiality to the other party to this
Agreement; (c) placed in public domain without fault of the party or its affiliates; or
(d) independently developed by the party without reference or reliance upon the
nonpublic information.
9. Term of Agreement. This Agreement shall become effective as of the date of its
execution and shall continue in effect for a period of two years from the date of
execution. Thereafter, this Agreement shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by (i) the
Board or (ii) a vote of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding
voting securities, provided that in either event the continuance also is approved by a
majority of the Board who are not "interested persons" (as defined in the 0000 Xxx) of
any party to this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable, without penalty, on 10 days'
written notice to the Subadviser by vote of the Board of Trustees of the Trust or by vote
of a majority of the outstanding voting securities of the Fund, or on 60 days' written
notice by the Adviser or by the Subadviser, and will terminate five business days after the
Subadviser receives written notice of the termination of the Advisory Agreement between
the Trust and the Adviser. This Agreement also will terminate automatically in the event
of its assignment (as defined in the 1940 Act).
10. Representations of Subadviser. The Subadviser represents, warrants, and agrees as
follows:
A. The Subadviser: (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing
the services contemplated by this Agreement; (iii) has met, and will continue to
meet for so long as this Agreement remains in effect, any other applicable federal or
state requirements, or the applicable requirements of any regulatory or industry self-
regulatory organization, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform the
services contemplated by this Agreement; and (v) will promptly notify the Adviser
of the occurrence of any event that would disqualify the Subadviser from serving as
an investment adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise.
B. The Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so,
will provide the Adviser and the Trust with a copy of such code of ethics. On at
least an annual basis, the Subadviser will comply with the reporting requirements of
Rule 17j-1, which may include (i) certifying to the Adviser that the Subadviser and
its Access Persons have complied with the Subadviser's Code of Ethics with respect
to the Subadviser Assets and (ii) identifying any material violations which have
occurred with respect to the Subadviser Assets. Upon the reasonable request of the
Adviser, the Subadviser shall permit the Adviser, its employees or its agents to
examine the reports required to be made by the Subadviser pursuant to Rule 17j-1
and all other records relevant to the Subadviser's code of ethics.
C. Subadviser has adopted and implemented written policies and procedures, as
required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed
to prevent violations of federal securities laws by the Subadviser, its employees,
officers and agents. Upon reasonable request, Subadviser shall provide the Advisor
with access to the records relating to such policies and procedures as they relate to
the Subadviser Assets. Subadviser will also provide, at the reasonable request of
the Adviser, periodic certifications, in a form reasonably acceptable to Adviser,
attesting to such written policies and procedures.
D. The Subadviser has provided the Adviser and the Trust with a copy of its Form
ADV as most recently filed with the SEC and hereafter will furnish a copy of its
annual amendment to the Adviser.
10. Provision of Certain Information by Subadviser. The Subadviser will
promptly notify the Adviser (i) in the event the SEC or other governmental
authority has censured the Subadviser, placed limitations upon its activities,
functions or operations, suspended or revoked its registration, if any, as an
investment adviser, or has commenced proceedings or an investigation that may
result in any of these actions, or (ii) upon having a reasonable basis for believing
that the Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code. The Subadviser further agrees to
notify the Adviser promptly of any material fact known to the Subadviser
respecting or relating to the Subadviser respecting or relating to the Subadviser
that is not contained in the Offering Document, and is required to be stated therein
or necessary to make the statements therein not misleading, or of any statement
contained therein that becomes untrue in any material respect. As reasonably
requested by the Trust on behalf of the Trust's officers and in accordance with the
scope of Subadviser's obligations and responsibilities contained in this
Agreement, Subadviser will provide reasonable assistance to the Trust in
connection with the Trusts's compliance with the Xxxxxxxx-Xxxxx Act and the
rules and regulations promulgated by the SEC thereunder, and Rule 38(a) - 1 of
the 1940 Act. Such assistance shall include, but not be limited to: (i) certifying
periodically, upon the reasonable request of the Trust, that it is in compliance with
all applicable "federal securities laws", as required by Rule 38a-1(e)(1) under the
1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and
cooperating with third-party audits arranged by the Trust to evaluate the
effectiveness of its compliance controls; (iii) providing the Trust's chief
compliance officer with direct access to its compliance personnel; (iv) providing
the Trust's chief compliance officer with periodic reports; and (v) promptly
providing special reports in the event of compliance problems. Further,
Subadviser is aware that: (i) the Chief Executive Officer (Principal Executive
Officer) and Treasury/Chief Financial Officer (Principal Financial Officer) of the
Trust (collectively, "Certifying Officers") are required to certify the Trust's
periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment
Company Act of 1940, as amended; and (ii) the Certifying Officers must rely
upon certain matters of fact generated by Subadviser of which they do not have
firsthand knowledge. Consequently, Subadviser has in place and has observed
procedures and controls that are reasonably designed to ensure the adequacy of
the services provided to the Trust under this Agreement and the accuracy of the
information prepared by it and which is included in the Form N-CSR, and shall
provide certifications to the Trust to be relied upon by the Certifying Officers in
certifying the Trust's periodic reports on Form N-CSR, in a form satisfactory to
the Trust.
12. Provision of Certain Information by the Adviser. The Adviser will
promptly notify the Subadviser: (1) in the event that the SEC has censured the
Adviser or the Trust, placed limitations upon either of their activities, functions,
or operations, suspended or revoked the Adviser's registration as an investment
adviser, or has commenced proceedings or an investigation that may result in any
of these actions; and (2) upon having a reasonable basis for believing that the
Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code.
13. Amendment of Agreement. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing signed by
both parties.
14. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York, without giving effect to the conflicts of laws
principles thereof, and with the 1940 Act. To the extent that the applicable laws of
the State of New York conflict with the applicable provisions of the 1940 Act, the
latter shall control.
B. Change in Control. The Subadviser will notify the Adviser of any change of
control of the Subadviser, including any change of entities owning interests of 25%
or more of the Subadviser, as applicable, prior to or promptly after such change. In
addition the Subadviser will notify the Adviser of any changes in the key personnel
who are either the portfolio manager(s) of the Subadviser Assets or senior
management of the Subadviser as soon as practicable after such change.
C. Captions. The Captions contained 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.
D. Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior agreements
between the parties relating to the subject matter hereof.
E. Definitions. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision of
the 1940 Act shall be resolved by reference to such term or provision of the 1940
Act and to interpretations thereof, if any, by the United States courts or, in the
absence of any controlling decision of any such court, by rules, releases or orders of
the SEC validly issued pursuant to the Act. As used in this Agreement, the terms
"majority of the outstanding voting securities," "affiliated person," "interested
person," "assignment," "broker," "investment adviser," "net assets," "sale," "sell,"
and "security" shall have the same meaning as such terms have in the 1940 Act,
subject to such exemptions as may be granted by the SEC by any rule, release or
order. Where the effect of a requirement of the federal securities laws reflected in
any provision of this Agreement is made less restrictive by a rule, release, or order
of the SEC, whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, release, or order.
F. Notices. Any notice herein required is to be in writing and is deemed to have
been given to Subadviser or Adviser upon receipt of the same at their respective
addresses set forth below. All written notices required or permitted to be given
under this Agreement will be delivered by personal service, by postage mail return
receipt requested or by facsimile machine or similar means of delivery that provide
evidence of receipt. All notices to Adviser shall be sent to: X.X. Xxxxxx Investment
Management Inc, 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention:
Legal, Fax (000) 000-0000.
All notices to Subadviser shall be sent to: Cadogan Management, LLC, 000 Xxxxx
Xxxxxx - 00xx xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx X. Leaf.
G. Risk Acknowledgement. The Subadviser does not guarantee the future
performance of the Subadviser Assets or any specific level of performance, or the
success of any investment decision or strategy that the Subadviser may use. The
Adviser understands that investment decisions made for the Adviser by the
Subadviser are subject to various market, currency, economic, political, business
and structural risks, and that those investment decisions will not always be
profitable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first above
written.
X.X. Xxxxxx Investment Management Inc.
Attest: By: _____________________________
_____________________________
(Title)
_______________________________ _____________________________
Date:
Cadogan Management, LLC
Attest: By: ______________________________
____________________________________
_________________ ___ (Title)
______________________________
Date:
Appendix A
Fee Schedule
For the services provided by Subadviser to the Subadviser Assets, pursuant to the
attached Investment Sub-Advisory Agreement, the Adviser will pay the Subadviser a fee,
computed daily and payable monthly, based on the average daily net assets of the
Subadvisory Assets at the following annual rates of the average daily net assets of the
Subadviser Assets as determined by the Trust's accounting agent:
FUND RATE
UM Multi-Strategy Fund 0.85%
