PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Exhibit d(2)
PENSERRA CAPITAL MANAGEMENT LLC SUB-ADVISORY AGREEMENT
Sub-Advisory
Agreement (this “Agreement”) entered into as of the
5th day of
November, 2019, by and between Procuream, LLC, a Delaware limited
liability company with its principal place of business at 00
Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (the “Adviser”), and
Penserra Capital Management LLC, a registered investment advisor
organized under the laws of the State of New York (the
“Sub-Adviser”).
WHEREAS, Procure
ETF Trust I, a Delaware statutory trust (the “Trust”),
is an open-end management investment company, registered as such
under the Investment Company Act of 1940 (the “1940
Act”);
WHEREAS, the
Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940 (the “Advisers Act”);
WHEREAS, the
Adviser has entered into an Investment Advisory Agreement dated
November 5, 2019 (the “Advisory Agreement”) with
Procure ETF Trust I (the “Trust”), relating to the
provision of portfolio management services to each series listed on
Schedule A
hereto;
WHEREAS, the
Advisory Agreement provides that the Adviser may delegate any or
all of its portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the
Adviser and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in
the manner and on the terms set forth in this Agreement, and the
Sub-Adviser is willing to provide such services.
NOW,
THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as
follows:
1.
Appointment and Acceptance of
Appointment. The Adviser hereby appoints the Sub-Adviser to
act as an investment adviser to the Fund for the periods and on the
terms herein set forth. The Sub-Adviser accepts such appointment
and agrees to render the services herein set forth, for the
compensation herein provided.
2.
Sub-Advisory
Services.
(a)
The Sub-Adviser
shall, subject to the supervision and oversight of the Adviser,
manage the investment and reinvestment of such portion of the
assets of the Fund, as the Adviser may from time to time allocate
to the Sub-Adviser for management (the “Sub-Advised
Assets”). The Sub-Adviser shall manage the Sub-Advised Assets
in conformity with (i) the investment objective, policies and
restrictions of the Fund set forth in the Trust’s prospectus
and statement of additional information relating to the Fund, as
they may be amended from time to time, any additional policies or
guidelines, including without limitation compliance policies and
procedures, established by the Adviser, the Trust’s Chief
Compliance Officer, or by the Trust’s Board of Trustees
(“Board”) that have been furnished in writing to the
Sub-Adviser, (ii) the written instructions and directions received
from the Adviser and the Trust as delivered; and (iii) the
requirements of the Investment Company Act of 1940 (the “1940
Act”), the Investment Advisers Act of 1940 (“Advisers
Act”), and all other federal and state laws applicable to
registered investment companies and the Sub-Adviser’s duties
under this Agreement, all as may be in effect from time to time.
The foregoing are referred to below together as the
“Policies.”
For
purposes of compliance with the Policies, the Sub-Adviser shall be
entitled to treat the Sub-Advised Assets as though the Sub-Advised
Assets constituted the entire Fund, and the Sub-Adviser shall not
be responsible in any way for the compliance of any assets of the
Fund, other than the Sub-Advised Assets, with the Policies. Subject
to the foregoing, the Sub-Adviser is authorized, in its discretion
and without prior consultation with the Adviser, to buy, sell, lend
and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Fund, without regard to the
length of time the securities have been held and the resulting rate
of portfolio turnover or any tax considerations; and the majority
or the whole of the Sub-Advised Assets may be invested in such
proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Sub-Adviser shall determine.
Notwithstanding the foregoing provisions of this Section 2(a),
however, (i) the Sub-Adviser shall, upon and in accordance with
written instructions from the Adviser, effect such portfolio
transactions for the Sub-Advised Assets as the Adviser shall
determine are necessary in order for the Fund to comply with the
Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may
effect in-kind redemptions with shareholders of the Fund with
securities included within the Sub-Advised Assets.
(b)
Absent instructions
from the Adviser or the officers of the Trust to the contrary, the
Sub-Adviser shall place orders pursuant to its determinations
either directly with the issuer or with any broker and/or dealer or
other person who deals in the securities in which the Fund is
trading. With respect to common and preferred stocks, in executing
portfolio transactions and selecting brokers or dealers, the
Sub-Adviser shall use its best judgment to obtain the best overall
terms available. In assessing the best overall terms available for
any transaction, the Sub-Adviser shall consider all factors it
deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best
overall terms available and in selecting the broker or dealer to
execute a particular transaction, the Sub-Adviser may also consider
the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to
the Fund and/or other account over which the Sub-Adviser and/or an
affiliate of the Sub-Adviser exercises investment discretion. With
respect to securities other than common and preferred stocks, in
placing orders with brokers, dealers or other persons, the
Sub-Adviser shall attempt to obtain the best net price and
execution of its orders, provided that to the extent the execution
and price available from more than one broker, dealer or other such
person are believed to be comparable, the Sub-Adviser may, at its
discretion but subject to applicable law, select the executing
broker, dealer or such other person on the basis of the
Sub-Adviser’s opinion of the reliability and quality of such
broker, dealer or such other person; broker or dealers selected by
the Sub-Adviser for the purchase and sale of securities or other
investment instruments for the Sub-Advised Assets may include
brokers or dealers affiliated with the Sub-Adviser, provided such
orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the
Trust’s Rule 17e-1 and Rule 10f-3 Procedures, respectively,
in all respects, or any other applicable exemptive rules or orders
applicable to the Sub-Adviser. Notwithstanding the foregoing, the
Sub-Adviser will not effect any transaction with a broker or dealer
that is an “affiliated person” (as defined under the
0000 Xxx) of the Sub-Adviser or the Adviser without the prior
approval of the Adviser. The Adviser shall provide the Sub-Adviser
with a list of brokers or dealers that are affiliated persons of
the Adviser.
(c)
The Sub-Adviser
acknowledges that the Adviser and the Trust may rely on Rules
17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the
Sub-Adviser hereby agrees that it shall not consult with any other
investment adviser to the Trust with respect to transactions in
securities for the Sub-Advised Assets or any other transactions in
the Trust’s assets, other than for the purposes of complying
with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under
the 1940 Act.
(d)
The Sub-Adviser has
provided the Adviser with a true and complete copy of its
compliance policies and procedures for compliance with
“federal securities laws” (as such term is defined
under Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers
Act (the “Sub-Adviser Compliance Policies”). The
Sub-Adviser’s chief compliance officer (“Sub-Adviser
CCO”) shall provide to the Trust’s Chief Compliance
Officer (“Trust CCO”) or his or her delegate promptly
(and in no event more than 10 business days) the
following:
(i)
a report of any
material changes to the Sub-Adviser Compliance
Policies;
(ii)
a report of any
“material compliance matters,” as defined by Rule 38a-1
under the 1940 Act, that have occurred in connection with the
Sub-Adviser Compliance Policies;
(iii)
a copy of the
Sub-Adviser CCO’s report with respect to the annual review of
the Sub-Adviser Compliance Policies pursuant to Rule 206(4)-7 under
the Advisers Act; and
(iv)
an annual (or more
frequently as the Trust CCO may request) certification regarding
the Sub-Adviser’s compliance with Rule 206(4)-7 under the
Advisers Act and Section 38a-1 of the 1940 Act as well as the
foregoing sub-paragraphs (i) - (iii).
(e)
The Sub-Adviser
may, on occasions when it deems the purchase or sale of a security
to be in the best interests of the Fund as well as other fiduciary
or agency accounts managed by the Sub-Adviser, aggregate, to the
extent permitted by applicable laws and regulations, the securities
to be sold or purchased in order to obtain the best overall terms
available and execution with respect to common and preferred stocks
and the best net price and execution with respect to other
securities. 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 Sub-Adviser in the manner it
considers to be most fair and equitable over time to the Fund and
to its other accounts.
(f)
The Sub-Adviser, in
connection with its rights and duties with respect to the Fund and
the Trust shall use the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like
aims.
(g)
The services of the
Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser
shall be free to render similar services to others (including other
investment companies) so long as its services under this Agreement
are not impaired thereby. The Sub-Adviser will waive enforcement of
any non-compete agreement or other agreement or arrangement to
which it is currently a party that restricts, limits, or otherwise
interferes with the ability of the Adviser to employ or engage any
person or entity to provide investment advisory or other services
and will transmit to any person or entity notice of such waiver as
may be required to give effect to this provision; and the
Sub-Adviser will not become a party to any non-compete agreement or
any other agreement, arrangement, or understanding that would
restrict, limit, or otherwise interfere with the ability of the
Adviser and the Trust or any of their affiliates to employ or
engage any person or organization, now or in the future, to manage
the Fund or any other assets managed by the Adviser.
(h)
The Sub-Adviser
shall furnish the Adviser reports concerning portfolio transactions
and performance of the Sub-Advised Assets as the Adviser may
reasonably determine in such form as may be mutually agreed upon,
and agrees to review the Sub-Advised Assets with the Adviser and
discuss the management of them. The Sub-Adviser shall promptly
respond to requests by the Adviser and the Trust CCO or their
delegates for copies of the pertinent books and records maintained
by the Sub-Adviser relating directly to the Fund. The Sub-Adviser
shall also provide the Adviser with such other information and
reports, including information and reports related to compliance
matters, as may reasonably be requested by it from time to time,
including without limitation all material requested by or required
to be delivered to the Board.
(i)
Unless otherwise
instructed by the Adviser, the Sub-Adviser shall not have the
power, discretion or responsibility to vote any proxies in
connection with securities in which the Sub-Advised Assets may be
invested, and the Adviser shall retain such
responsibility.
(j)
The Sub-Adviser
shall cooperate promptly and fully with the Adviser and/or the
Trust in responding to any regulatory or compliance examinations or
inspections (including any information requests) relating to the
Trust, the Fund or the Adviser brought by any governmental or
regulatory authorities. The Sub-Adviser shall provide the Trust CCO
or his or her delegate with notice within a reasonable period of
any deficiencies or other issues identified by the United States
Securities and Exchange Commission (“SEC”) in an
examination or otherwise that relate to or that may affect the
Sub-Adviser’s responsibilities with respect to the
Fund.
(k)
The Sub-Adviser
shall be responsible for the preparation and filing of Schedule 13G
and Form 13F on behalf of the Sub-Advised Assets. The Sub-Adviser
shall not be responsible for the preparation or filing, on behalf
of the Sub-Advised Assets, of any other reports required by a
regulatory authority, except as may be expressly agreed to in
writing.
(l)
The Sub-Adviser
shall maintain separate detailed records of all matters pertaining
to the Sub-Advised Assets, including, without limitation, brokerage
and other records of all securities transactions. Any records
required to be maintained and preserved pursuant to the provisions
of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that
are prepared or maintained by the Sub-Adviser on behalf of the
Trust are the property of the Trust and will be surrendered
promptly to the Trust upon request. The Sub-Adviser further agrees
to preserve for the periods prescribed in Rule 31a-2 under the 1940
Act the records required to be maintained under Rule 31a-1 under
the 1940 Act.
(m)
The Sub-Adviser
shall promptly notify the Adviser of any financial condition that
is likely to impair the Sub-Adviser’s ability to fulfill its
commitments under this Agreement.
3.
Representations and Warranties of the Parties
(a)
The Sub-Adviser
represents and warrants to the Adviser as follows:
(i)
The Sub-Adviser is
a registered investment adviser under the Advisers
Act;
(ii)
The Form ADV that
the Sub-Adviser has previously provided to the Adviser is a true
and complete copy of the form as currently filed with the SEC, and
the information contained therein is accurate and complete in all
material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading. The
Sub-Adviser will promptly provide the Adviser and the Trust with a
complete copy of all subsequent amendments to its Form
ADV;
(iii)
The Sub-Adviser
agrees to maintain an appropriate level of errors and omissions or
professional liability insurance coverage; and
(iv)
This Agreement has
been duly authorized and executed by the Sub-Adviser.
(b)
The Adviser
represents and warrants to the Sub-Adviser as follows:
(i)
The Adviser is
registered under the Advisers Act; and
(ii)
The Adviser and the
Trust has duly authorized the execution of this Agreement by the
Adviser.
4.
Obligations of the
Adviser.
(a)
The Adviser shall
provide (or cause the Fund’s Custodian (as defined in Section
5 hereof, the Fund’s accountant and the Fund’s
distributor) to provide) timely information to the Sub-Adviser
regarding such matters as the composition of the Sub-Advised
Assets, cash requirements and cash available for investment in the
Sub-Advised Assets, and all other information as may be reasonably
necessary for the Sub-Adviser to perform its responsibilities
hereunder.
(b)
The Adviser has
furnished the Sub-Adviser with a copy of the prospectus and
statement of additional information of the Fund and it agrees
during the continuance of this Agreement to furnish the Sub-Adviser
copies of any revisions or supplements thereto at, or, if
practicable, before the time the revisions or supplements become
effective. The Adviser agrees to furnish the Sub-Adviser with
copies of any financial statements or reports made by the Fund to
its shareholders, and any further materials or information that the
Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement.
5.
Custodian. The Adviser shall
provide the Sub-Adviser with a copy of the Fund’s agreement
with the custodian designated to hold the assets of the Fund (the
“Custodian”) and any material modifications thereto
(the “Custody Agreement”) that may affect the
Sub-Adviser’s duties, copies of such modifications to be
provided to the Sub-Adviser reasonably in advance of the
effectiveness of such modifications. The Sub-Advised Assets shall
be maintained in the custody of the Custodian identified in, and in
accordance with the terms and conditions of, the Custody Agreement
(or any sub-custodian properly appointed as provided in the Custody
Agreement). The Sub-Adviser shall have no liability for the acts or
omissions of the Custodian, unless such act or omission is taken
solely in reliance upon instruction given to the Custodian by a
representative of the Sub-Adviser properly authorized to give such
instruction under the Custody Agreement. Any assets added to the
Fund shall be delivered directly to the Custodian.
6.
Use of Name. During the term of
this Agreement, the Adviser shall have permission to use the
Sub-Adviser’s name in the offering and marketing of the Fund,
and agree to furnish the Sub-Adviser, for its prior approval at its
principal office all prospectuses, brochures, advertisements,
promotional materials, web-based information, proxy statements
shareholder reports and other similar informational materials that
are to be made available to shareholders of the Fund or to the
public and that refer to the Sub-Adviser in any way. The
Sub-Adviser agrees that the Adviser may request that the
Sub-Adviser approve use of a certain type, and that the Adviser
need not provide for approval each additional piece of marketing
material that is of substantially the same type.
During
the term of this Agreement, the Sub-Adviser shall not use the
Adviser’s name or the Trust’s name without the prior
consent of the Adviser.
7.
Expenses. During the Term of
this Agreement, the Sub-Adviser will pay all expenses incurred by
it in connection with the performance of its duties under paragraph
2 hereof other than the cost (including taxes, brokerage
commissions and other transaction costs, if any) of the securities
or other investment instruments purchased or sold for the
Fund.
8.
Compensation of the
Sub-Adviser. As full compensation for all services rendered,
facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid the fees in the amounts
and in the manner set forth in Schedule B hereto.
9.
Independent Contractor Status.
The Sub-Adviser shall for all purposes hereof be deemed to be an
independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Trust or
the Adviser in any way or otherwise be deemed an agent of the Fund
or the Adviser.
10.
Liability and
Indemnification.
(a)
Liability. The duties of the
Sub-Adviser shall be confined to those expressly set forth herein
with respect to the Sub-Advised Assets. The Sub-Adviser shall not
be liable for any loss arising out of any portfolio investment or
disposition hereunder, except a loss directly resulting from
willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of
its obligations and duties hereunder. The Sub-Adviser shall have no
liability for any indirect, incidental, consequential, special,
exemplary or punitive damages even if the Sub-Adviser has been
advised of the possibility of such damages. Furthermore, under no
circumstances shall the Sub-Adviser be liable for any loss arising
out of any act or omission taken by another sub-adviser, or any
other third party, in respect of any portion of the Trust’s
assets not managed by the Sub-Adviser pursuant to this Agreement.
Notwithstanding the foregoing, nothing herein shall be deemed to
relieve the Sub-Adviser of any liability it would otherwise have
under applicable federal securities laws.
(b)
Indemnification.
(i)
The Sub-Adviser
shall indemnify the Adviser, the Trust and the Fund, and their
respective affiliates and controlling persons (the “Adviser
Indemnified Persons”) for any liability and expenses,
including reasonable attorneys’ fees, which the Adviser, the
Trust or the Fund and their respective affiliates and controlling
persons may sustain as a result of the Sub-Adviser’s breach
of this Agreement or its representations and warranties herein or
as a result of the Sub-Adviser’s willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties
hereunder or violation of applicable law; provided, however, that
the Adviser Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of the
either of the Adviser’s willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties
hereunder.
(ii)
The Adviser shall
indemnify the Sub-Adviser, its affiliates and its controlling
persons (the “Sub-Adviser Indemnified Persons”) for any
liability and expenses, including reasonable attorneys’ fees,
arising from, or in connection with, the Adviser’s breach of
this Agreement or its representations and warranties herein or as a
result of the Adviser’s willful misfeasance, bad faith, gross
negligence, reckless disregard of their duties hereunder or
violation of applicable law; provided, however, that the
Sub-Adviser Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of the
Sub-Adviser’s willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties
hereunder.
11.
Effective Date and Termination.
This Agreement shall become effective as of the date of its
execution, and:
(a)
unless otherwise
terminated, this Agreement shall continue in effect until date two
years from signing date, and from year to year thereafter so long
as such continuance is specifically approved at least annually (i)
by the Board or by vote of a majority of the outstanding voting
securities of the Fund, and (ii) by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust,
either of the Adviser or the Sub-Adviser, cast in person at a
meeting called for the purpose of voting on such
approval;
(b)
this Agreement may
at any time be terminated on 60 days’ written notice to the
Sub-Adviser either by vote of the Board or by vote of a majority of
the outstanding voting securities of the Fund;
(c)
this Agreement
shall automatically terminate in the event of its assignment or
upon the termination of the Advisory Agreement; and
(d)
this Agreement may
be terminated by the Sub-Adviser on 60 days’ written notice
to the Adviser and the Trust, or by the Adviser immediately upon
notice to the Sub-Adviser.
(e)
Termination of this
Agreement pursuant to this Section 11 shall be without the payment
of any penalty.
12.
Amendment. This Agreement may
be amended at any time by mutual consent of the Adviser and the
Sub-Adviser, provided that, if required by law, such amendment
shall also have been approved by vote of a majority of the
outstanding voting securities of the Fund and by vote of a majority
of the Trustees of the Trust who are not interested persons of the
Trust, either of the Adviser, or the Sub-Adviser, cast in person at
a meeting called for the purpose of voting on such
approval.
13.
Assignment. The Sub-Adviser may
not assign this Agreement and this Agreement shall automatically
terminate in the event of an “assignment,” as such term
is defined in Section 2(a)(4) of the 1940 Act. The Sub-Adviser
shall notify the Adviser in writing sufficiently in advance of any
proposed change of “control,” as defined in Section
2(a)(9) of the 1940 Act, so as to enable the Trust and/or the
Adviser to: (a) consider whether an assignment will occur, (b)
consider whether to enter into a new Sub-Advisory Agreement with
the Sub-Adviser, and (c) prepare, file, and deliver any disclosure
document to the Fund’s shareholders as may be required by
applicable law.
14.
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. If any provision of
this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors (subject to paragraph 11(c) hereof) and, to
the extent provided in paragraph 10 hereof, each Sub-Adviser and
Adviser Indemnified Person. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require,
or to impose any duty upon, either of the parties to do anything in
violation of any applicable laws or regulations. Any provision in
this Agreement requiring compliance with any statute or regulation
shall mean such statute or regulation as amended and in effect from
time to time.
15.
Regulation S-P. In accordance
with Regulation S-P, if non-public personal information regarding
any party’s customers or consumers is disclosed to the other
party in connection with this Agreement, the other party receiving
such information will not disclose or use that information other
than as necessary to carry out the purposes of this
Agreement.
16.
Confidentiality. Any
information or recommendations supplied by either the Adviser or
the Sub-Adviser, that are not otherwise in the public domain or
previously known to the other party in connection with the
performance of its obligations and duties hereunder, including
without limitation portfolio holdings of the Trust, financial
information or other information relating to a party to this
Agreement, are to be regarded as confidential (“Confidential
Information”) and held in the strictest confidence. Except as
may be required by applicable law or rule or as requested by
regulatory authorities having jurisdiction over a party to this
Agreement, Confidential Information may be used only by the party
to which said information has been communicated and such other
persons as that party believes are necessary to carry out the
purposes of this Agreement, the Custodian, and such persons as the
Adviser may designate in connection with the Sub-Advised
Assets.
17.
Notices. All notices required
to be given pursuant to this Agreement shall be delivered or mailed
to the address listed below of each applicable party in person or
by registered or certified mail or a private mail or delivery
service providing the sender with notice of receipt or such other
address as specified in a notice duly given to the other parties.
Notice shall be deemed given on the date delivered or mailed in
accordance with this paragraph.
For:
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ProcureAM LLC
00
Xxxxxxxx Xxxx
Xxxxxxxxx, XX
00000
Attn: Xxxxxx
Xxxx
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For:
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Penserra Capital Management
LLC
0
Xxxxxx Xxx
Xxxxx
000X
Xxxxxx, XX
00000
Attn: Xxxxxx
Xxxxxxxx
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For:
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Procure ETF Trust X
00Xxxxxxxx
Xxxx
Xxxxxxxxx XX,
00000
Attn: Xxxxxx
Xxxx
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00.
Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
19.
Governing Law. This Agreement
shall be governed by and interpreted in accordance with the laws of
the State of New York, or any applicable provisions of the
Investment Company Act. To the extent that the laws of the State of
New York, or any of the provisions in this Agreement, conflict with
the applicable provisions of the Investment Company Act, the
Investment Company Act shall control.
20.
Severability and Survival.
Should any portion of this Agreement for any reason be held to be
void in law or in equity, the Agreement shall be construed, insofar
as is possible, as if such portion had never been contained herein.
Section 10 shall survive the termination of this
Agreement.
ProcureAM LLC
By: /s/ Xxxxxx
Xxxx
Name:
Xxxxxx Xxxx
Title:
President
Penserra Capital Management LLC
By: /s/ Xxxxxx
Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Title:
Chief Investment Officer
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Schedule A
Funds(s)
LGBTQ100
ESG ETF
Schedule B
Sub-advisory Fees
The
Advisor, pursuant to Section 3 of this Agreement, agrees to pay the
Sub-adviser under the following schedule:
For the
services to be rendered by the Sub-adviser as provided in Section 2
of this Agreement, the Adviser shall pay to the Sub-adviser at the
end of each month an advisory fee accrued daily and payable monthly
based on an annual percentage rate of each Funds’ average
daily net assets or minimum fee as follows:
A fee
that is equal to the greater of (1) $20,000 per annum or (2) 0.05%
per annum of the average daily net assets of the Fund on the first
$500 million, 0.04% on assets from $500 million to $1 billion,
0.03% on assets over $1 billion, calculated daily and paid
monthly.