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Item 23 (d)(iii)
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement is made as of the 14th day of May, 2001, by
and between The NCF Investment Department of New Covenant Trust Company, N.A.
(the "Adviser") and Sound Shore Management, Inc. (the "Sub-Adviser").
WHEREAS, pursuant to an agreement between them dated as of June 30th,
1999 (the "Advisory Agreement") as amended and restated on May 14, 2001, the
Adviser serves as investment adviser to New Covenant Funds, a Delaware business
trust and an open-end management investment company (the "Trust"), which has
filed a registration statement (the "Registration Statement") under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933; and
WHEREAS, the Trust is comprised of four separate investment portfolios,
one of which is New Covenant Growth Fund (the "Fund"); and
WHEREAS, the Adviser desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser
experienced in the management of a portfolio of securities to assist the Adviser
in performing services for a portion of the Fund; and
WHEREAS, the Sub-Adviser represents that it has the legal power and
authority to perform the services contemplated hereunder without violation of
applicable law (including the Investment Advisers Act of 1940), and desires to
provide such services to the Trust and the Adviser.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
Section 1. Appointment of the Sub-Adviser. The Adviser hereby appoints
the Sub-Adviser to provide a continuous investment program for that portion of
the Fund designated by the Adviser as assigned to the Sub-Adviser (the "Segment"
of the Fund), subject to such written instructions and supervision as the
Adviser may from time to time furnish. The Sub-Adviser hereby accepts such
appointment and agrees to render the services and to assume the obligations
herein set forth for the compensation herein provided. The Sub-Adviser will
provide the services under this Agreement with respect to the Segment in
accordance with the Fund's investment objective, policies and applicable
restrictions as stated in the Fund's most recent Prospectus and Statement of
Additional Information and as the same may, from time to time, be supplemented
or amended and in resolutions of the Trust's Board of Trustees. The Adviser
agrees to furnish to the Sub-Adviser from time to time copies of all
Prospectuses and Statements of Additional Information and of all amendments of,
or supplements to, such Prospectuses and Statements of Additional Information
and of all resolutions of the Trust's Board of Trustees applicable to the
Sub-Adviser's services hereunder. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to act
for or represent the Adviser, the Fund or the Trust in any way.
Section 2. Sub-Advisory Services. Subject to such written instructions
and supervision as the Adviser may from time to time furnish, the Sub-Adviser
will provide an investment program for the
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Segment, including investment research and management with respect to securities
and investments, including cash and cash equivalents in the Segment, and will
determine from time to time what securities and other investments will be
purchased, retained or sold by and within the Segment. The Sub-Adviser will
implement such determinations through the placement, on behalf of the Fund, of
orders for the execution of portfolio transactions through such brokers or
dealers as it may select. The Adviser will instruct the Trust's Custodian to
forward promptly to the Sub-Adviser proxy and other materials relating to the
exercise of such shareholder rights and, unless otherwise instructed by the
Adviser, the Sub-Adviser will determine from time to time the manner in which
voting rights, rights to consent to corporate action and other rights pertaining
to the Fund's investments should be exercised.
In fulfilling its responsibilities hereunder, the Sub-Adviser agrees
that it will:
(a) use the same skill and care in providing such services as it uses
in providing services to other fiduciary accounts for which it
has investment responsibilities;
(b) conform with all applicable rules and regulations of the United
States Securities and Exchange Commission ("SEC") and in addition
will conduct its activities under this Agreement in accordance
with any applicable regulations of any government authority
pertaining to the investment advisory activities of the
Sub-Adviser and shall furnish such written reports or other
documents substantiating such compliance as the Adviser
reasonably may request from time to time;
(c) not make loans to any person to purchase or carry shares of
beneficial interest in the Trust or make loans to the Trust;
(d) place orders pursuant to investment determinations for the Fund
either directly with the issuer or with an underwriter, market
maker or broker or dealer. In placing orders, the Sub-Adviser
will use its reasonable best efforts to obtain best execution of
such orders. Consistent with this obligation, the Sub-Adviser
may, to the extent permitted by law, effect portfolio securities
transactions through brokers and dealers who provide brokerage
and research services (within the meaning of Section 28(c) of the
Securities Exchange Act of 1934) to or for the benefit of the
Fund and/or other accounts over which the Sub-Adviser exercises
investment discretion. Subject to the review of the Trust's Board
of Trustees from time to time with respect to the extent and
continuation of the policy, the Sub-Adviser is authorized to
cause the Fund to pay a broker or dealer who provides such
brokerage and research services a commission for effecting a
securities transaction for the Fund which is in excess of the
amount of commission another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines in
good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Adviser
with respect to the accounts as to which it exercises investment
discretion. The Trust or the Adviser may, from time to time in
writing, direct the Sub-Adviser to place orders through one or
more brokers or dealers and, thereafter, the Sub-Adviser will
have no responsibility for ensuring best execution with respect
to such orders. In no instance will portfolio securities be
purchased from or sold to the Sub-Adviser or any affiliated
person of the Sub-Adviser as principal except as may be permitted
by the 1940 Act or an exemption
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therefrom. If the Sub-Adviser determines in good faith that the
transaction is in the best interest of each client, securities
may be purchased on behalf of the Fund from, or sold on behalf of
the Fund to, another client of the Sub-Adviser in compliance with
Rule 17a-7 under the 1940 Act;
(e) maintain all necessary or appropriate records with respect to the
Fund's securities transactions for the Segment in accordance with
all applicable laws, rules and regulations, including but not
limited to Section 31 (a) of the 1940 Act, and will furnish the
Trust's Board of Trustees and the Adviser such periodic and
special reports as the Board and Adviser reasonably may request;
(f) treat confidentially and as proprietary information of the
Adviser and the Trust all records and other information relative
to the Adviser and the Trust and prior, present, or potential
shareholders, and will not use such records and information for
any purpose other than the performance of its responsibilities
and duties hereunder, except that subject to prompt notification
to the Trust and the Adviser, the Sub-Adviser may divulge such
information to its independent auditors and regulatory
authorities, or when so requested by the Adviser and the Trust;
provided, however, that nothing contained herein shall prohibit
the Sub-Adviser from (1) advertising or soliciting the public
generally with respect to other products or services, regardless
of whether such advertisement or solicitation may include prior,
present or potential shareholders of the Fund or (2) including
the Adviser and Trust on its general list of disclosable clients.
(g) maintain its policy and practice of conducting its fiduciary
functions independently. In making investment decisions for the
Fund, the Sub-Adviser's personnel will not inquire or take into
consideration whether the issuers of securities proposed for
purchase or sale for the Fund's account are customers of the
Adviser, other sub-advisers, the Sub-Adviser or of their
respective parents, subsidiaries or affiliates. In dealing with
such customers, the Sub-Adviser and its subsidiaries and
affiliates will not inquire or take into consideration whether
securities of those customers are held by the Trust; and
(h) render, upon request of the Adviser or the Trust's Board of
Trustees, written reports concerning the investment activities of
the Sub-Adviser with respect to the Sub-Adviser's Segment of the
Fund.
Section 3. Expense. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it in performing its services under this
Agreement. The Sub-Adviser shall not be liable for any expenses of the Adviser
or the Trust, including without limitation (a) their interest and taxes, (b)
brokerage commissions and other costs in connection with the purchase or sale of
securities or other investment instruments with respect to the Fund and (c)
custodian fees and expenses.
Section 4. Records. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records, if any,
which it maintains for the Fund are the property of the Fund and further agrees
to surrender promptly to the Adviser or the Trust any such records upon the
Adviser's or the Trust's request and that such records shall be available for
inspection by the
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SEC. The Sub-Adviser further agrees to preserve for the periods and at the
places prescribed by Rule 3la-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
Section 5. Compensation of the Sub-Adviser.
(a) In consideration of services rendered pursuant to this Agreement,
the Adviser will pay the Sub-Adviser a fee, in arrears, equal to an annual rate
in accordance with Schedule A hereto, paid quarterly.
(b) Such fee for each calendar quarter shall be calculated based on the
average of the market value of the assets under management as of the end of each
of the three months in the quarter just ended, as provided by the Adviser.
(c) If the Sub-Adviser should serve for less than the whole of any
calendar quarter, its compensation shall be determined as provided above on the
basis of the ending market value of the assets managed in the month in which the
termination occurs and shall be payable on a pro rata basis for the period of
the calendar quarter for which it has served as Sub-Adviser hereunder.
Section 6. Services Not Exclusive. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired. It is understood that the
action taken by the Sub-Adviser under this Agreement may differ from the advice
given or the timing or nature of action taken with respect to other clients of
the Sub-Adviser, and that a transaction in a specific security may not be
accomplished for all clients of the Sub-Adviser at the same time or at the same
price.
Section 7. Use of Names. The Adviser shall not use the name, logo,
trade or service xxxx or derivative of the foregoing of the Sub-Adviser or any
of the Sub-Adviser's affiliates in any prospectus, sales literature or other
materials whether or not relating to the Trust in any manner not approved prior
thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall
approve all uses of its or its affiliate's name which merely refer in accurate
terms to its appointment 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 Sub-Adviser shall not use the name of the
Trust, the Fund or the Adviser in any materials relating to the Sub-Adviser in
any manner not approved prior thereto by the Adviser; provided, however, that
the Adviser shall approve all uses of its and the Fund's or the Trust's name
which merely refer in accurate terms to the appointment of the Sub-Adviser
hereunder, including placing the Trust's or the Adviser's name on the
Sub-Adviser's list of representative clients, 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.
Section 8. Liability of the Sub-Adviser. Absent willful misfeasance,
bad faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, or loss resulting from breach of
fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed
to have waived any rights it may have against the Sub-Adviser under federal or
state securities laws.
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The Sub-Adviser shall indemnify and hold harmless the Trust and the
Adviser (and its affiliated companies and their respective officers, directors
and employees) from any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) arising out of
or in connection with the willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligations or duties including breach of fiduciary duty,
hereunder of the Sub-Adviser.
The Adviser shall hold harmless and indemnify the Sub-Adviser for any
loss, liability, cost, damage or expense (including reasonable attorney's fees
and costs) arising from any claim or demand by any person that is based upon (i)
the obligations of any other sub-adviser to the Fund, (ii) any obligation of the
Adviser under the Advisory Agreement that has not been delegated to the
Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser
does not have liability in accordance with the first sentence of this Section 8.
Section 9. Limitation of Trust's Liability. The Sub-Adviser
acknowledges that it has received notice of and accepts the limitations upon the
Trust's and the Fund's liability set forth in its Trust Instrument and under
Delaware law. The Sub-Adviser agrees that any of the Trust's obligations shall
be limited to the assets of the Fund and that the Sub-Adviser shall not seek
satisfaction of any such obligation from the shareholders of the Trust nor from
any Trustee, officer, employee or agent of the Trust.
The names "New Covenant Funds" and "Trustees of New Covenant Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under the Trust Instrument
dated as of September 30, 1998, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the State of
Delaware and elsewhere as required by law, and to any and all amendments thereto
so filed or hereafter filed. The obligations of "New Covenant Funds" entered
into in the name or on behalf thereof, or in the name or on behalf of any series
or class of shares of the Trust, by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any series or class of shares of the Trust must look solely to the assets of the
Trust belonging to such series or class for the enforcement of any claims
against the Trust.
Section 10. Duration Renewal Termination and Amendment. This Agreement
will become effective as of the date first written above, provided that it shall
have been approved by vote of a majority of the disinterested Trustees cast in
person at a meeting called for the purpose of voting on such approval, and,
unless sooner terminated as provided herein, shall continue in effect for an
initial period of one (1) year.
Thereafter, if not terminated, this Agreement shall continue in effect
with respect to the Fund for successive one year periods provided such
continuance is specifically approved at least annually (a) by the vote of a
majority of the disinterested Trustees cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of all votes attributable
to the outstanding Shares of the Fund. This Agreement may be terminated as to
the Fund at any time, without payment of any penalty, by the Trust's Board of
Trustees, by the Adviser, or by a vote of a majority of the outstanding voting
securities of the Fund, upon 60 days' prior written notice to the Sub-Adviser,
or by the Sub-Adviser upon 60 days' prior written notice to the Adviser and the
Trust's Board of Trustees, or upon such shorter notice as may be mutually agreed
upon.
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This Agreement shall terminate automatically and immediately upon
termination of the Advisory Agreement. This Agreement shall terminate
automatically and immediately in the event of its assignment. No assignment of
this Agreement shall be made by the Sub-Adviser without the consent of the
Adviser and the Board of Trustees of the Trust.
This Agreement may be amended at any time by the Adviser and the
Sub-Adviser, subject to approval by the Trust's Board of Trustees and, if
required by the 1940 Act and applicable SEC rules and regulations, a vote of a
majority of the Fund's outstanding voting securities. Notwithstanding the
foregoing, the Trust shall be under no obligation to obtain shareholder approval
to materially amend this Agreement unless required to obtain such approval
pursuant to any orders or rules and regulations which may have been issued by
the Securities and Exchange Commission.
Section 11. Confidential Relationship. Any information and advice
furnished by either party to this Agreement to the other shall be treated as
confidential and shall not be disclosed to third parties except as required by
law or as required or permitted by this Agreement.
Section 12. Severability. 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.
Section 13. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof and each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. To the
extent not preempted by federal law, this Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of Indiana.
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. This Agreement may be executed in several counterparts,
all of which together shall for all purposes constitute one Agreement, binding
on all parties.
Section 14. Notices. All notices and other communications hereunder
shall be in writing (including telex or similar writing) and shall be deemed
given if delivered in person or by messenger, cable, telegram or telex or
facsimile transmission or by a reputable overnight delivery service which
provides evidence of receipt to the parties at the following addresses or telex
or facsimile transmission numbers (or at such other address or number for a
party as shall be specified by like notice):
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(a) if to the Sub-Adviser, to:
Sound Shore Management, Inc.
0 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile transmission number: (000) 000-0000
(b) if to the Adviser, to:
New Covenant Trust Company, N.A.
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxxxxxxx, XX 00000
Facsimile transmission number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
Each such notice or other communication shall be effective (i) if given
by telex or facsimile transmission, when such telex or facsimile is transmitted
to the number specified in this section and the appropriate answer back or
confirmation is received, and (ii) if given by any other means, when delivered
at the address specified in this section.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
NEW COVENANT TRUST COMPANY, N.A.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
SOUND SHORE MANAGEMENT, INC.
By: /s/ Xxxxx Burn III
------------------------------------
Name: Xxxxx Burn III
Title: Chairman
Dated: May 14, 2001
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SCHEDULE A
To the Sub-Advisory Agreement between
The NCF Investment Department of New Covenant Trust Company, N.A. and
Sound Shore Management, Inc.
Name of Fund Compensation Date
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New Covenant Growth Fund .75% on the first $10 million of May 14, 2001
assets managed
.50% on the balance over $10 million
of assets managed
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