SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement ("AGREEMENT") is made as of December 5, 2016,
between Fiera Capital Inc., a Delaware corporation located at 000 Xxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, XX 00000 ("MANAGER"), and Xxxxxxxxx Management Group,
L.L.C., a Delaware limited liability company located at 00 Xxxxxx Xxxxxx, Xxx
Xxxxxxxxx, XX 00000 ("SUB-ADVISER").
WITNESSETH:
WHEREAS, The Advisors' Inner Circle Fund III, a Delaware statutory trust
("TRUST"), is registered under the Investment Company Act of 1940, as amended
("1940 ACT"), as an open-end management investment company and has established
one or more separate series of shares ("SERIES") with each Series having its own
assets and investment policies; and
WHEREAS, Trust has retained Manager to provide investment advisory and
administrative services to certain of the Series of the Trust pursuant to an
investment advisory agreement dated December 5, 2016 ("INVESTMENT ADVISORY
AGREEMENT"), which agreement specifically provides for the retention of a
sub-adviser to provide the investment advisory services described therein; and
WHEREAS, the Manager desires to retain Sub-Adviser to furnish investment
advisory and portfolio management services to the portion of each Series listed
in Schedule A hereto that has been allocated to the Sub-Adviser by the Manager
and to the portion of such other Series of Trust hereinafter established as
agreed to from time to time by the parties ("ALLOCATED PORTION"), evidenced by
an addendum to Schedule A (hereinafter "SERIES" shall refer to each Series which
is subject to this Agreement), and the Sub-Adviser is willing to furnish such
services, in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. SERVICES AND RESPONSIBILITIES OF THE SUB-ADVISER
1.1 INVESTMENT MANAGEMENT SERVICES. Subject to the general oversight
of the Manager, and in accordance with the Series' investment objectives,
policies and restrictions, the Sub-Adviser shall act as the investment
subadviser to the Series and, as such, shall (i) formulate a continuing program
for the investment of the assets of the Allocated Portion in a manner
consistent with the Series' investment objectives, policies and restrictions
and the investment guidelines as provided herein in Schedule B, as it may be
amended from time to time by the mutual agreement of the parties hereto, and
(ii) determine from time to time securities or other assets/instruments to be
purchased, sold, retained, borrowed or lent by the Allocated Portion, and
implement those decisions, including the selection of entities with or through
which such purchases, sales or loans are to be effected; provided, that the
Sub-Adviser will place orders pursuant to its investment determinations either
directly with the issuer or with a broker or dealer. The Sub-Adviser shall
determine what portion of the Allocated Portion's assets will be invested or
held uninvested as cash or cash equivalents. To carry out such obligations, the
Sub-Adviser shall exercise full discretion and act for the Series with respect
to the Allocated Portion in the same manner and with the same force and effect
as the Series itself might or could do with
respect to purchases, sales or other transactions, as well as with respect to
all other such things necessary or incidental to the furtherance or conduct of
such purchases, sales or other transactions. Notwithstanding the foregoing, the
Sub-Adviser shall, upon written instructions from the Manager, effect such
portfolio transactions for the Allocated Portion as the Manager may from time
to time direct; provided however, that the Sub-Adviser shall not be responsible
for any such portfolio transactions effected upon written instructions from the
Manager. No reference in this Agreement to the Sub-Adviser having full
discretionary authority over the Allocated Portion's investments shall in any
way limit the right of the Manager, in its sole discretion, to establish or
revise policies in connection with the management of the Allocated Portion's
assets or to otherwise exercise its right to control the overall management of
the Allocated Portion's assets.
Upon written notice to the Sub-Adviser, the Manager has the right at any
time to reallocate the portion of a Series' assets allocated to the Allocated
Portion pursuant to this Agreement if the Manager deems such reallocation
appropriate.
The Sub-Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Sub-Adviser will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions, if applicable. Subject to seeking best execution, the
Sub-Adviser is authorized to enter into executing broker agreements on behalf of
the Series solely with respect to its management of the Allocated Portion,
provided that the Sub-Adviser shall coordinate all such brokerage execution with
the Series' prime broker and custodian. The Sub-Adviser is directed at all times
to seek to execute transactions for the Allocated Portion in accordance with any
written policies, practice or procedures that may be established by the Board of
Trustees of the Trust (the "BOARD") or the Manager from time to time, consistent
with those described in the Series' prospectus ("PROSPECTUS") and statement of
additional information ("SAI"), as each may be amended from time to time,
provided such policies, practice or procedures have been delivered to the
Sub-Adviser with reasonably sufficient time to allow personnel of the
Sub-Adviser to process prior to effecting portfolio transactions. In placing any
orders for the purchase or sale of investments for the Series, in the name of
the Allocated Portion or its nominees, the Sub-Adviser shall use its best
efforts to obtain for the Allocated Portion "best execution", considering all of
the circumstances, and shall maintain records adequate to demonstrate compliance
with this requirement. In no instance will portfolio securities be purchased
from or sold to the Manager or the Sub-Adviser, or any of their affiliated
persons, except in accordance with the 1940 Act, the Investment Advisers Act of
1940, as amended ("ADVISERS ACT"), and the rules under each, and all other
federal and state laws or regulations applicable to the Trust and the Series.
Unless specifically permitted by the 1940 Act (and the rules thereunder)
and procedures adopted by the Board, on behalf of the Series, the Sub-Adviser
agrees that it will not execute any portfolio transactions for the Allocated
Portion with a broker or dealer which is (i) an affiliated person of the Series,
including the Manager or any sub-adviser for the Series; (ii) a principal
underwriter of the Series' shares; or (iii) an affiliated person of such an
affiliated person or principal underwriter. Each party hereto agrees that it
will provide the other party with a written list of affiliated brokers and
dealers and will, from time to time, update such list as necessary.
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Subject to the appropriate policies and procedures approved by the Board,
the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities
Exchange Act of 1934, as amended ("EXCHANGE ACT"), cause the Allocated Portion
to pay a broker or dealer that provides brokerage or research services to the
Manager, the Sub-Adviser and the Allocated Portion an amount of commission for
effecting a Series transaction 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 amount of commission is
reasonable in relationship to the value of such brokerage or research services
provided viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities to the Series or its other advisory clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security
or other asset/instrument to be in the best interest of the Allocated Portion as
well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be purchased or sold to attempt to
obtain a more favorable price or lower brokerage commissions and efficient
execution. 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 which the Sub-Adviser considers to be the most equitable and consistent
with its fiduciary obligations to the Allocated Portion and to its other clients
over time.
Upon the Manager's reasonable request, the Sub-Adviser shall provide, or
procure the provision of, reasonable assistance to the Manager, the custodian or
recordkeeping agent for the Trust in order to help such party determine the
value of any assets of the Allocated Portion, consistent with the procedures and
policies stated in the Trust's registration statement on Form N-1A with respect
to the Series, as amended and supplemented from time to time ("REGISTRATION
STATEMENT"), and the Trust's Valuation Procedures, as may be amended and
supplemented from time to time. This assistance includes (but is not limited
to): (i) designating and providing access to one or more employees of the
Sub-Adviser or its affiliates who are knowledgeable about the security/issuer,
its financial condition, trading and/or other relevant factors for valuation,
which employees, upon reasonable notice from the Manager, shall be available for
consultation when the Trust's Valuation Committee convenes; (ii) assisting the
Manager or the custodian in obtaining bids and offers or quotes from
broker/dealers or market-makers with respect to securities held by the Allocated
Portion, upon the reasonable request of the Manager or custodian; (iii) upon the
reasonable request of the Manager or the custodian, providing information
related to the pricing of portfolio securities; and (iv) maintaining records
with respect to each instance of securities valuation assistance provided
hereunder, and providing such information to the Manager or the Trust upon
reasonable request, with such records being deemed Trust records. The parties
acknowledge that the Sub-Adviser and the custodian or recordkeeping agent of the
Series may use different pricing vendors, which may result in valuation
discrepancies. Notwithstanding the foregoing, the Manager understands and agrees
that the Board, and not the Sub-Adviser or any of its affiliates, is ultimately
responsible for the valuation of all portfolio securities or other assets held
by the Trust on behalf of the Series.
The Trust, on behalf of the Series, hereby authorizes any entity or person
associated with the Sub-Adviser which is a member of a national securities
exchange to effect or execute any transaction on the exchange for the account of
the Series which is permitted by Section 11(a) of
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the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents
to the retention of compensation for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv).
The Sub-Adviser shall discharge the foregoing responsibilities in
compliance with applicable laws and regulations and consistent with the
investment objectives, policies and restrictions of the Series as adopted by the
Board, the investment guidelines set forth in Schedule B hereto, and subject to
such further limitations as the Trust may from time to time impose on the
Series, in each case as provided to the Sub-Adviser with sufficient prior
written notice so as to allow reasonably sufficient time to allow personnel of
the Sub-Adviser to comply.
The Sub-Adviser will be an independent contractor and will have no
authority to act for or represent the Trust, Series or the Manager in any way or
otherwise be deemed an agent of the Trust, Series or the Manager except as
expressly authorized in this Agreement or another writing by the Trust, the
Manager and the Sub-Adviser.
The Manager and the Trust recognize that the Sub-Adviser and its affiliates
have investments of their own and may act as investment managers for other third
parties. The Manager and the Trust also recognize that the Sub-Adviser may be or
become associated with other investment entities and engage in investment
management for other third parties. Except to the extent necessary to perform
its obligations hereunder, nothing herein shall be deemed to limit or restrict
the right of the Sub-Adviser to engage in, or to devote time and attention to
the management of any other business, whether of a similar or dissimilar nature,
or to render services of any kind to any other corporation, firm, individual or
association. The Sub-Adviser may on occasion give advice or take action with
respect to other investment entities that it manages that differs from the
advice given with respect to the Series. The Sub-Adviser acknowledges that it
has policies and procedures in place to address any conflicts of interest that
may arise from managing the Allocated Portion and its other investment entities.
Provision of Excess Cash:
Upon written notice to the Sub-Adviser, the Manager may temporarily
allocate any unused portion of a Series' assets allocated to another sub-adviser
of the Series to the Sub-Adviser. For the purposes of this Agreement, such other
sub-adviser of the Series is referred to herein as the "PROVIDING SUB-ADVISER",
such unused portion of the Providing Sub-Adviser's assets that is allocated to
the Sub-Adviser hereunder is referred to herein as "EXCESS CASH" and each such
allocation of Excess Cash to the Sub-Adviser is referred to herein as an "EXCESS
CASH ALLOCATION". For the avoidance of doubt, the Manager shall have the sole
authority to allocate and reallocate Excess Cash to and from the Sub-Adviser,
and the Sub-Adviser expressly agrees that is has no authority to allocate or
reallocate Excess Cash.
Upon the effective date of the Excess Cash Allocation, the Excess Cash
shall be deemed to be part of the Sub-Adviser's Allocated Portion for purposes
of this Agreement in all respects and the Sub-Adviser shall have the authority
to manage the Excess Cash pursuant to the terms and conditions of this
Agreement. However, notwithstanding the foregoing, the Excess Cash shall not be
deemed to be part of the Allocated Portion for purposes of calculating the
Sub-Adviser's compensation under this Agreement, and the Sub-Adviser agrees that
it shall not be entitled to receive any compensation with respect to its
management of the Excess Cash.
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Upon written notice to the Sub-Adviser, the Manager may return all or a
portion of the Excess Cash to the Providing Sub-Adviser ("RETURNED EXCESS
CASH"). For the avoidance of doubt, any Returned Excess Cash shall not be deemed
to be Excess Cash under this Agreement.
The Manager agrees to cooperate with the Series' administrator and take
such actions as it deems necessary or appropriate to ensure that the value of
the Excess Cash is appropriately recorded on the books and records maintained by
the Series' administrator.
1.2 ADMINISTRATIVE SERVICES. The Sub-Adviser shall:
1.2.1 BOOKS AND RECORDS. Assure that all records required to be
maintained and preserved by Trust and/or the Series with respect to securities
transactions of the Allocated Portion are maintained and preserved by it or on
its behalf in accordance with applicable laws and regulations.
1.2.2 REPORTS AND FILINGS. Provide reasonable assistance as requested
in the preparation of (but not pay for) all periodic reports by Trust or the
Series to shareholders of the Series and all reports and filings required to
maintain the registration and qualification of the Series, or to meet other
regulatory or tax requirements applicable to the Series, under federal and state
securities and tax laws. The Sub-Adviser shall review draft reports to
shareholders, Registration Statements and other documents provided to the
Sub-Adviser (or portions thereof), in each case that relate to either the
Sub-Adviser or the Series managed by the Sub-Adviser, provide comments on such
drafts on a timely basis, and provide certifications or sub-certifications on a
timely basis as to the accuracy of the information contained in such reports or
other documents as it relates to the Allocated Portion or the Sub-Adviser.
Sub-Adviser will prepare and cause to be filed in a timely manner, if required,
Form 13F and/or Schedule 13G with respect to securities held in the Allocated
Portion.
1.2.3 REPORTS TO THE MANAGER AND THE BOARD OF TRUSTEES. Prepare and
furnish to Manager and/or the Board such reports, statistical data and other
information in such form and at such intervals as Manager and/or the Board may
reasonably request; provided that the Sub-Adviser is provided with such notice
of any new report, statistical data or other information as is reasonably
sufficient to allow the Sub-Adviser to respond to such request. Sub-Adviser
shall also make available to the Manager and the Board at reasonable times the
portfolio managers of the Series and other appropriate personnel as mutually
agreed by the Manager and Sub-Adviser, either in person or, at the mutual
convenience of the Manager, the Board and the Sub-Adviser, by telephone or other
electronic media, in order to review the investment policies, performance and
other matters relating to the management of the Series in respect of the
Allocated Portion.
1.2.4 NOTIFICATIONS AND CERTIFICATIONS TO MANAGER. The Sub-Adviser
shall:
(i) Promptly notify the Manager in the event that the Sub-Adviser
or any of its affiliates becomes aware that the Sub-Adviser: (a) is, or will
likely be, subject to a statutory disqualification that prevents the Sub-Adviser
from serving as investment adviser pursuant to this Agreement; (b) fails to be
registered as an investment adviser under the Advisers
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Act or under the laws of any jurisdiction in which the Sub-Adviser is required
to be registered as an investment adviser in order to perform its obligations
under this Agreement; (c) is the subject of an administrative proceeding or
enforcement action by the U.S. Securities and Exchange Commission (the "SEC")
or other regulatory authority; (d) is served or otherwise receives notice of
any action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, or governmental authority (i)
involving the affairs of the Trust or the Manager or any of their affiliates or
(ii) which involves the affairs of the Sub-Adviser or its affiliates; or (e) is
involved in any pending litigation or administrative proceeding brought against
the Sub-Adviser or any of its management persons (as defined in Form ADV), in
the case of each of clauses (d)(ii) and (e) that involves potential wrongdoing
on the part of the Sub-Adviser or its affiliates in providing asset management
or investment advisory services or is likely to have a material adverse effect
on the Sub-Adviser's ability to perform its duties under this Agreement. The
Sub-Adviser further agrees to notify the Series and the Manager promptly of any
material fact known to the Sub-Adviser respecting or relating to the
Sub-Adviser or the Series' investment strategy or tactics that is not contained
in the Registration Statement regarding the Series, or any amendment or
supplement thereto, but that is required to be disclosed therein, and of any
statement contained therein that becomes untrue in any material respect. The
Sub-Adviser will notify the Trust, the Manager and the Board if its chief
executive officer or any member of the portfolio management team named in the
Registration Statement for the Series changes, or if there is, or there is
expected to be, an actual change in control or management of the Sub-Adviser
within the meaning of Sections 2(a)(4) and 202(a)(1)-1 under the 1940 Act and
Advisers Act, respectively. The Sub-Adviser will promptly notify the Trust, the
Manager and the Board of any change in the Sub-Adviser's financial condition
which could materially impact its abilities to perform its duties hereunder and
of any reduction in the amount of coverage under the Sub-Adviser's errors and
omissions or professional liability insurance coverage below $10 million per
claim and in the aggregate;
(ii) Provide the Manager, the Trust or the Board with such
information and assurances (including certifications and sub-certifications) as
the Manager, the Trust or the Board may reasonably request from time to time in
order to assist it in complying with applicable laws, rules and regulations,
including requirements in connection with the Manager's, the Sub-Adviser's or
the Board's fulfillment of its responsibilities under Section 15(c) of the 1940
Act and the preparation and/or filing of the Registration Statement, Form N-CSRs
and Form N-Qs;
(iii) As reasonably requested by the Trust on behalf of the
Trust's officers and in accordance with the scope of Sub-Adviser's obligations
and responsibilities contained in this Agreement, provide reasonable assistance
to the Trust in connection with the Trust's compliance with the Xxxxxxxx-Xxxxx
Act and the rules and regulations promulgated by the SEC thereunder, and Rule
38a-1 of the 1940 Act. Specifically, the Sub-Adviser agrees to (a) certify
periodically, upon the reasonable request of the Trust, that with respect to the
Allocated Portion and the Sub-Adviser's provision of portfolio management
services hereunder, it is in material compliance with all applicable "federal
securities laws", as required by Rule 38a-l under the 1940 Act, and Rule
206(4)-7 under the Advisers Act; (b) upon request and reasonable prior notice,
cooperate with third-party audits arranged by the Trust to evaluate the
effectiveness of the Trust's compliance and internal controls; (c) upon request
and reasonable prior notice, provide the Trust's chief compliance officer with
direct access to its chief compliance officer (or his/her designee); (d) upon
request and reasonable prior notice, provide the Trust's chief compliance
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officer with periodic reports related to the Series; (e) promptly provide
notice of any material compliance matters related to the Series; and (f) upon
reasonable notice to and reasonable request, provide the Manager with access to
the records relating to such compliance policies and procedures of the
Sub-Adviser as they relate to the Series; and
(iv) The Sub-Adviser has adopted a written code of ethics that it
reasonably believes complies in all material respects with the requirements of
Rule 17j-1 under the 1940 Act, which it has provided to the Manager and the
Trust. The Sub-Adviser shall take reasonable steps to ensure that its Access
Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material
respects with the Sub-Adviser's Code of Ethics, as in effect from time to time.
Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the
Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code
of Ethics. Annually, the Sub-Adviser shall furnish a written report, which
complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code
of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond to
requests for information from the Adviser and the Trust as to violations of the
Code by Access Persons and the sanctions imposed by the Sub-Adviser. The
Sub-Adviser shall promptly notify the Manager and the Trust of any material
violation of the Code, whether or not such violation relates to a security held
by the Allocated Portion.
1.2.5 OTHER SERVICES. The Sub-Adviser shall perform such other
functions of management and supervision as may be reasonably requested by the
Manager or the Trust, and agreed to by the Sub-Adviser.
2. REPRESENTATIONS
2.1 REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents
warrants and agrees that:
(i) It has all requisite power and authority to enter into and
perform its obligations under this Agreement, and has taken all necessary
corporate action to authorize its execution, delivery and performance of this
Agreement;
(ii) It is registered as an investment adviser under the Advisers
Act and will continue to be so registered during the term of this Agreement;
(iii) It has adopted and implemented a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act (a "CODE OF
ETHICS") and has provided the Manager and the Trust with a copy of such Code of
Ethics and will provide copies of any future material amendments thereto;
(iv) It 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
Sub-Adviser, its employees, officers, and agents, and the Manager and the Trust
have been provided or have had the opportunity to inspect a copy or a summary of
such policies and procedures and will be provided or will have the opportunity
to inspect with any future amendments thereto;
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(v) It has delivered to the Manager copies of its Form ADV as
most recently filed with the SEC and will provide the Manager and the Trust with
a copy of any future filings of Form ADV or any amendments thereto;
(vi) It is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement and
will promptly notify the Manager and the Trust of the occurrence of any event
that could disqualify the Sub-Adviser from serving as an investment adviser to
a Series pursuant to Section 9(a) of the 1940 Act or other applicable law, rule
or regulation;
(vii) It shall comply with the laws and regulations regarding
xxxxxxx xxxxxxx;
(viii) It maintains an appropriate level of errors and omissions
or professional liability insurance coverage from an insurance company that has
a minimum credit rating of A- from at least one national recognized credit
rating agency;
(ix) The Sub-Adviser has reviewed, and will in the future
review, any Sub-Adviser Disclosure (as defined below) contained in the
Registration Statement, summary prospectus, prospectus, statement of additional
information, periodic reports to shareholders, reports and schedules filed with
the Commission (including any amendment, supplement or sticker to any of the
foregoing) and advertising and sales material relating to the Series
(collectively the "DISCLOSURE DOCUMENTS") within a reasonable time following any
such material being furnished to the Sub-Adviser by the Series or the Series'
service providers and represents and warrants that, with respect to disclosure
about the Sub-Adviser, the manner in which the Sub-Adviser manages the Allocated
Potion and information relating to the Sub-Adviser (the "SUB-ADVISER
DISCLOSURE"), either (a) such Disclosure Documents contain or will contain, no
untrue statement of any material fact and do not and will not omit any statement
of material fact required to be stated therein or necessary to make the
statements therein not misleading, or (b) the Sub-Adviser will provide such
information to the Series or the Manager which, if incorporated into the
Disclosure Documents, would result in the Disclosure Documents not containing
any untrue statement of any material fact or omitting any statement of material
fact required to be stated therein or necessary to make the statements therein
not misleading; and
(x) It (a) is a member of the National Futures Association
("NFA") and is registered with the U.S. Commodity Futures Trading Commission
("CFTC") as a commodity pool operator and commodity trading advisor, (b) will
comply in all material respects with applicable NFA and CFTC rules and
regulations with respect to its obligations under this Agreement, and (c) will
notify the Adviser of any change in its status with respect to the foregoing
sub-section (a) or failure to comply with respect to the foregoing sub-section
(b).
2.2 REPRESENTATIONS OF THE MANAGER: The Manager represents warrants
and agrees that:
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(i) It has all requisite power and authority to enter into and
perform its obligations under this Agreement, and has taken all necessary
corporate action to authorize its execution, delivery and performance of this
Agreement; and
(ii) It is registered as an investment adviser under the
Advisers Act and will continue to be so registered during the term of this
Agreement;
(iii) It has adopted and implemented a Code of Ethics and
has provided the Trust with a copy of such Code of Ethics and will provide
copies of any future amendments thereto;
(iv) It 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
Manager, its employees, officers, and agents, and the Trust has been provided a
copy or a summary of such policies and procedures and will be provided with any
future amendments thereto;
(v) It is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by the Investment Advisory Agreement
it has entered into with the Trust and will promptly notify the Sub-adviser of
the occurrence of any event that is likely to disqualify the Manager from
serving as an investment adviser to a Series pursuant to Section 9(a) of the
1940 Act or other applicable law, rule or regulation;
(vi) The Investment Advisory Agreement contains a
representation to the Trust that the Manager will comply, and cause the Series
to comply, in all material respects with the 1940 Act, the Advisers Act and all
other applicable laws and regulation to which it or the Series may be subject,
including, without limitation, Subchapter M of the Internal Revenue Code of
1986, as amended, subject in each case to the obligations of SEI Investments
Global Funds Services ("SEI") as set forth in one or more agreements by and
among SEI and the Trust and/or SEI and the Manager; and
(vii) It (a) is a member of the NFA and is registered with the
CFTC as a commodity pool operator, (b) will comply in all material respects with
applicable NFA and CFTC rules and regulations with respect to its management of
each Series, and (c) will notify the Sub-Adviser of any change in its status
with respect to the foregoing sub-section (a) or failure to comply with respect
to the foregoing sub-section (b).
3. SUB-ADVISORY FEE
The Manager shall pay to the Sub-Adviser, as compensation for the
Sub-Adviser's services hereunder, a fee, determined as described in Schedule C
that is attached hereto and made a part hereof. Such fee shall be computed daily
and paid not less than monthly in arrears by the Manager within 30 days
following the month to which such fee relates. A Series shall have no
responsibility for any fee payable to the Sub-Adviser.
The Sub-Adviser will be compensated based on the Allocated Portion of
Series assets allocated to the Sub-Adviser by the Manager. For the avoidance of
doubt, Excess Cash is not deemed to be part of the Sub-Adviser's Allocated
Portion for purposes of determining the Sub-
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Adviser's compensation under this Agreement. The method for determining net
assets of an Allocated Portion for purposes hereof shall be the same as the
method for determining net assets for purposes of establishing the offering and
redemption prices of Series shares as described in the Series' prospectus. In
the event of termination of this Agreement, the fee provided in this Section
shall be computed on the basis of the period ending on the last business day on
which this Agreement is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the total number
of days in such month.
3.1 EXPENSES
During the term of this Agreement, Sub-Adviser will pay all expenses incurred by
it in connection with its activities under this Agreement other than (x) the
cost of securities (including brokerage commissions, if any) purchased for the
Allocated Portion and (y) investment-related expenses reasonably incurred by the
Sub-Adviser that are directly related to portfolio transactions and positions
for the Allocated Portion (including direct expenses associated with the
Allocated Portion's investments, transfer taxes and premiums, taxes withheld on
foreign dividends, Foreign Account Tax Compliance Act (FATCA) withholding,
investment-related interest expense, borrowing charges on securities sold short,
dividends on securities sold but not yet purchased and margin fees). Sub-Adviser
shall be responsible for reasonable out-of-pocket costs and expenses incurred by
the Manager or the Trust to obtain shareholder approval of a new sub-advisory
agreement with the Sub-Adviser as a result of a change in "control" (as such
term is defined in Section 2(a)(9) of the 0000 Xxx) of the Sub-Adviser (which
may include, without limitation, the costs of preparing, printing and mailing a
proxy statement for the shareholder meeting and proxy solicitation services,
among others), or to otherwise comply with the 1940 Act, the Securities Act of
1933, as amended, or any other applicable statute, law, rule or regulation, as a
result of such change.
4. OWNERSHIP AND HOLDING PERIOD OF RECORDS
All records required to be maintained and preserved by the Series pursuant
to the rules or regulations under Section 31(a) of the 1940 Act and maintained
and preserved by the Sub-Adviser on behalf of the Series are the property of the
Series and shall be surrendered by the Sub-Adviser promptly on request by the
Series or the Manager; provided, that the Sub-Adviser may at its own expense
make and retain copies of any such records. The Sub-Adviser agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any such records
required to be maintained by Rule 31a-1 under the 1940 Act. Notwithstanding
anything to the contrary, the Sub-Adviser shall be permitted to retain copies of
the Series' books and records at its own cost and expense (and may retain
originals and provide the Series or the Manager with copies to the extent
necessary to comply with Rule 204-2 under the Advisers Act or Rule 31a-1 under
the 1940 Act).
5. TRANSACTIONS AND CUSTODY
The Sub-Adviser shall have the authority to instruct the custodian
designated by the Trust (the "CUSTODIAN"): (i) to pay cash for securities and
other property delivered to the Custodian, (ii) to deliver securities and other
property against payment for the Series, and (iii) to transfer assets and funds
to such brokerage accounts as the Sub-Adviser may designate, all consistent
- 10 -
with the powers, authorities and limitations set forth herein. The Sub-Adviser
shall not have authority to cause the Custodian to deliver securities and other
property or pay cash to the Sub-Adviser except as expressly provided herein.
All transactions will be consummated by payment to or delivery by the
Custodian, or such depositories or agents as may be designated by the Custodian
in writing, of all cash and/or securities due to or from the Allocated Portion,
and the Sub-Adviser shall not have possession or custody thereof. The
Sub-Adviser shall advise the Custodian and confirm in writing to the Trust, to
the Manager and any other designated agent of the Series, including the Series'
administrator, all investment orders for the Allocated Portion placed by it
with brokers and dealers in the manner set forth in Rule 31a-1 under the 1940
Act and as soon as practicable after the close of business each day but no
later than 11:00 a.m. Eastern time the following business day. For purposes of
the foregoing sentence, communication via electronic means will be acceptable
as agreed to in writing from time to time by the Manager. The Trust shall issue
to the Custodian such instructions as may be appropriate in connection with the
settlement of any transaction initiated by the Sub-Adviser.
6. REPORTS TO SUB-ADVISER
Manager shall furnish or otherwise make available to the Sub-Adviser such
copies of the Registration Statement, financial statements, proxy statements,
reports, and other information relating to the Series' business and affairs as
the Sub-Adviser may, at any time or from time to time, reasonably require in
order to discharge its obligations under this Agreement or under applicable law
or regulation.
7. CONFIDENTIALITY
Sub-Adviser will not disclose or use any records or information obtained
pursuant to this Agreement in any manner whatsoever except as expressly
authorized in this Agreement or as reasonably required to execute transactions
on behalf of the Series, and will keep confidential any non-public information
obtained directly as a result of this service relationship, and the Sub-Adviser
shall disclose such non-public information only if the Manager or the Board have
authorized such disclosure by prior written consent, or if such information is
or hereafter otherwise is known by the Sub-Adviser or has been disclosed,
directly or indirectly, by the Manager or the Trust to others, or becomes
ascertainable from public or published information or trade sources, or if such
disclosure is expressly required or requested by applicable federal, state or
other governmental regulatory authorities or self-regulatory organizations, or
to the extent such disclosure is reasonably required by auditors or attorneys of
the Sub-Adviser in connection with the performance of their professional
services or as may otherwise be contemplated by this Agreement. Sub-Adviser
shall not disclose information regarding characteristics of the Series or
Allocated Portion, trading history, portfolio holdings, performance information
or any other related information to any third-party, except in compliance with
the Trust's policies on disclosure of portfolio holdings or as required by
applicable law or regulation. Notwithstanding the foregoing, subject to
applicable law, the Sub-Adviser may disclose composite performance information
or aggregated risk metrics information that includes information in respect of
the Allocated Portion without any attribution to, or mention of, the Series (and
which will not include information about the Series other than the Allocated
Portion) without the prior written consent of the Manager. The Manager may file
a form of this Agreement publicly provided that such form does not include fee
terms, investment restrictions or limitations or other material
- 11 -
terms negotiated by the Manager and the Sub-Adviser, unless expressly required
by law, regulation or the staff of the SEC. The Manager will not publicly
disclose any version of this Agreement containing matters prohibited for public
disclosure by the preceding sentence without first obtaining prior written
consent of the Sub-Adviser, unless otherwise required by applicable law, rule
or regulation.
Sub-Adviser may not consult with any other sub-adviser of the Series
concerning transactions in securities or other assets for any investment
portfolio of the Trust, including the Series managed by the Sub-Adviser, except
that such consultations are permitted between the current and successor
sub-advisers of a Series in order to effect an orderly transition of
sub-advisory duties so long as such consultations are not concerning
transactions prohibited by Section 17(a) of the 0000 Xxx.
The Manager shall not use, nor will it allow any investor in the Series to
use, the information provided by the Sub-Adviser to trade for their own account
or for the account of any other person or try to "reverse engineer" the
investment and trading methodologies and strategies of the Sub-Adviser. In
addition, the Manager will not disclose information regarding portfolio holdings
of the Allocated Portion to any other sub-adviser of the Trust or any other
person, except to the extent that such disclosure (i) is already publicly known,
(ii) is required or requested by applicable federal, state or other governmental
regulatory authorities or any self-regulatory organizations or (iii) is to a
service provider to the Trust (not including any other sub-adviser) that has a
need to know such information in order to perform its duties for, or related to,
the Trust. Sub-Adviser shall not use its knowledge of nonpublic information
regarding the Series' portfolio(s) as a basis to place or recommend any
securities or other transactions for its own benefit or the benefit of others or
to the detriment of the Series, it being understood and agreed that the
foregoing shall not prohibit the Sub-Adviser's use of such information in the
course of the Sub-Adviser's management of the Allocated Portion and any of its
other client accounts following similar strategies in accordance with the terms
of this Agreement.
Except as otherwise publicly known or ascertainable from public sources or
is permitted under the Trust's policies on disclosure of portfolio holdings, the
Manager will keep confidential and will not disclose to any person the specific
portfolio holdings of the Allocated Portion, the amount and rate of the
sub-advisory fee payable with respect to each Series' Allocated Portion and any
other non-public information regarding the Sub-Adviser and its affiliated
persons, except to the extent that such disclosure is required or requested by
applicable federal, state or other governmental regulatory authorities or any
self-regulatory organizations.
8. PROXY VOTING
The Sub-Adviser shall: (i) vote (or elect not to vote) all proxies
solicited by or with respect to the issuers of securities in which the assets of
the Allocated Portion may be invested in accordance with the Sub-Adviser's proxy
voting policies and procedures, as presented to the Trust, and applicable law;
(ii) maintain records of all proxies voted on behalf of the Series in respect of
the Allocated Portion; and (iii) provide information to the Trust, Manager or
their designated agent in a manner that is sufficiently complete and timely to
ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of
the 1940 Act.
- 12 -
9. USE OF NAMES AND LOGOS
The Series and the Manager shall have permission to use the Sub-Adviser's
name and information about the Sub-Adviser as required by applicable law and in
the marketing of the Series in written materials relating to the Series that
refer to the Sub-Adviser and/or the Sub-Adviser's investment strategy, including
without limitation the Series' registration statement, shareholder reports and
other offering documents and marketing materials prepared for distribution to
shareholders of the Series or the public (such materials, the "MARKETING
MATERIALS"). The Series and the Manager agree to furnish such Marketing
Materials to the Sub-Adviser (via email at an address designated by the
Sub-Adviser from time to time), for its prior review and approval (which
approval shall not be withheld or withdrawn as to information required by
applicable law or in response to comments of regulatory or self-regulatory
agencies and their staff and shall not in other respects be otherwise
unreasonably withheld or withdrawn), provided the requirement for prior approval
shall apply solely with respect to the use of the Sub-Adviser's name and
information specifically concerning the Sub-Adviser and its investment strategy
(the "SUB-ADVISER INFORMATION") and not to any other content of the Marketing
Materials. If, following the furnishing of Marketing Materials, the Series or
the Manager do not receive a written response from the Sub-Adviser with respect
to such materials within five business days of its submission for approval, the
content of such materials subject to the Sub-Adviser's approval shall be deemed
accepted by the Sub-Adviser. The Sub-Adviser agrees that the Series and the
Manager may request that the Sub-Adviser approve the use of a type of Marketing
Material, and if approved by the Sub-Adviser, that the Series and the Manager
need not obtain approval for each additional piece of Marketing Material that is
of substantially the same type or form provided that the Sub-Adviser Information
contained in such Marketing Material is substantially the same as previously
approved by the Sub-Adviser, unless such consent is withdrawn in writing by the
Sub-Adviser.
Except for the Marketing Materials, the Manager will not display or use any
logo, trade name, trademark, service xxxx, design or abbreviation, contraction
or simulation thereof of the Sub-Adviser or any of its affiliates without the
prior written consent of the Sub-Adviser.
The Sub-Adviser shall not use the name or any trade name, trademark, trade
device, service xxxx, symbol or any abbreviation, contraction or simulation
thereof of the Manager, the Trust, the Series or any of their affiliates in its
marketing materials unless it first receives prior written approval of the
Manager. It is understood that the name of each party to this Agreement, and any
derivatives thereof or logos associated with that name, is the valuable property
of the party in question and its affiliates, and that each other party has the
right to use such names pursuant to the relationship created by, and in
accordance with the terms of, this Agreement only so long as this Agreement
shall continue in effect. Upon termination of this Agreement, the parties shall
forthwith cease to use the names of the other parties (or any derivative or
logo) as appropriate and to the extent that continued use is not required by
applicable laws, rules and regulations.
- 13 -
10. LIMITATION OF LIABILITY; INDEMNIFICATION
(a) The Sub-Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of the Disclosure Documents
only with respect to Sub-Adviser Disclosure.
(b) The Sub-Adviser shall be liable to the Series for any loss (including
transaction costs) incurred by the Series as a result of any investment made by
the Sub-Adviser in contravention of: (i) any investment policy, guideline or
restriction set forth in the Registration Statement or as approved by the Board
from time to time and provided to the Sub-Adviser; or (ii) applicable law (the
investments described in this subsection (b) collectively are referred to as
"IMPROPER INVESTMENTS") if such loss arises from the Sub-Adviser's willful
misfeasance, bad faith, or gross negligence or reckless disregard of its
obligations and duties hereunder (collectively, the "SUB-ADVISER DISABLING
CONDUCT").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust with
respect to each Series managed by the Sub-Adviser, each affiliated person of the
Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who
controls the Trust within the meaning of Section 15 of the 1933 Act (any such
person, an "INDEMNIFIED PARTY") against any and all losses, claims, damages,
expenses or liabilities (including the reasonable cost of investigating and
defending any alleged loss, claim, damage, expense or liability and reasonable
counsel fees incurred in connection therewith) to which any such person may
become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages, expenses or liabilities (or actions in respect
thereof) arise out of or are based upon: (i) a material breach by the
Sub-Adviser of this Agreement; (ii) any Improper Investment (if the loss arising
from the Improper Investment is a result of any Sub-Adviser Disabling Conduct);
(iii) the Sub-Adviser's performance or non-performance of its duties hereunder
to the extent that the Sub-Adviser's actions constitute Sub-Adviser Disabling
Conduct; or (iv) any untrue statement or alleged untrue statement of a material
fact contained in any Disclosure Document or the omission or alleged omission
from a Disclosure Document of a material fact required to be stated therein or
necessary to make the statements therein not misleading, for purposes of this
Section 10(c) solely with respect to the Sub-Adviser Disclosure (it being
understood, however, that this indemnification and agreement to hold harmless
shall not apply to the extent that any such untrue statement, alleged untrue
statement, omission or alleged omission is the result of any change made to any
applicable Disclosure Document without the written consent or other
acknowledgment of the Sub- Adviser from and after the time that such Disclosure
Document has been reviewed and approved by the Sub-Adviser, as contemplated in
Section 2.1(ix) hereof); provided, however, that nothing herein shall be deemed
to protect any Indemnified Party who is a Trustee or officer of the Trust
against any liability to the Trust or to its shareholders to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Trust.
(d) For purposes of clarification, except with respect to Sub-Adviser
Disclosure, the Sub-Adviser shall not be liable for any error of judgment or
mistake of law, or for any loss arising out of any investment or for any act or
omission in the execution of securities transactions for the Series, provided
that nothing in this Agreement shall protect the Sub-Adviser against any
- 14 -
liability to the Series to which the Sub-Adviser would otherwise be subject by
reason of any Sub-Adviser Disabling Conduct.
(e) Neither the Sub-Adviser nor any director, officer or employee of the
Sub-Adviser performing services for the Series in connection with the
Sub-Adviser's discharge of its obligations hereunder shall be liable to the
Manager, its officers, directors, agents, employees, controlling persons or
shareholders or to the Trust or its shareholders for (i) any acts of the Manager
or any other sub-adviser to the Series with respect to the portion of the assets
of the Series not managed by the Sub-Adviser and (ii) acts of the Sub-Adviser
which result from or are based upon acts of the Manager, including, but not
limited to, a failure of the Manager to provide accurate and current information
with respect to any records maintained by the Manager or any other sub-adviser
to the Series, which records are not (x) also maintained by the Sub-Adviser or
(y) to the extent such records relate to the Allocated Portion, otherwise
available to the Sub-Adviser upon reasonable request, provided, in all cases,
that the liability was not attributable to any Sub-Adviser Disabling Conduct.
(f) The Manager agrees to indemnify and hold harmless the Sub-Adviser and
its affiliates and each of their respective members, partners, shareholders,
managers, directors, officers, agents and employees against any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses), to which the Sub-Adviser or its affiliates or such members, partners,
shareholders, managers, directors, officers, agents or employees are subject,
which are caused by (i) the Manager's willful misfeasance, bad faith, or gross
negligence in the performance of the Manager's obligations and duties under this
Agreement or obligations and duties to the Trust or a Series under the
Investment Advisory Agreement, or by reason of the Manager's reckless disregard
of such obligations and duties, or (ii) any untrue statement of a material fact
contained in the Series' Prospectus and SAI, Registration Statement, proxy
materials, reports, advertisements, sales literature, or other materials or the
omission to state therein a material fact which was required to be stated
therein or necessary to make the statements therein not misleading, unless and
to the extent such statement or omission was made in reliance upon, and is
consistent with, the information furnished to the Manager or the Trust by the
Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for
use therein; provided, however, that in no case is the Manager's indemnity in
favor of any person deemed to protect such other persons against any liability
to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his, her or
its duties or by reason of his, her or its reckless disregard of obligations and
duties under this Agreement.
11. AMENDMENT OR ASSIGNMENT OF AGREEMENT
Any amendment to this Agreement shall be in writing signed by the parties
hereto; provided, that no such amendment shall be effective unless authorized on
behalf of any Series (i) by resolution of the Board, including the vote or
written consent of a majority of the Board who are not parties to this Agreement
or interested persons of either party hereto, and (ii) as and to the extent
required under the 1940 Act, by vote of a majority of the outstanding voting
securities of the applicable Series. This Agreement shall terminate
automatically and immediately in the event of its assignment.
- 15 -
12. TERM AND TERMINATION OF AGREEMENT
12.1 This Agreement shall become effective as of the date executed and
shall remain in full force and effect continually thereafter, subject to renewal
as provided in Section 12.1(d) and unless terminated automatically as set forth
in Section 11 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to the Series, upon the affirmative vote
of a majority of the outstanding voting securities of the Series; or
(b) The Manager may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice delivered
or mailed by registered mail, postage prepaid, to the Sub-Adviser; or
(c) The Sub-Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Manager; or
(d) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust, the
Manager or the Sub-Adviser, at a meeting called for the purpose of voting on
such approval; or (ii) the vote of a majority of the outstanding voting
securities of the Series; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Series for their approval and
such shareholders fail to approve such continuance of this Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder as to the
Series in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and
(e) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the
Sub-Adviser shall, immediately upon notice of termination or on such later date
as may be specified in such notice, cease all activity on behalf of the Series
and with respect to any of its assets, except as expressly directed by the
Manager or as otherwise required by any fiduciary duties of the Sub-Adviser
under applicable law; provided, however, that in no event shall the obligations
of the Sub-Adviser with respect to managing the Allocated Portion extend beyond
the effective date of termination of the Agreement. In addition, the Sub-Adviser
shall deliver the Series' Books and Records to the Manager by such means and in
accordance with such schedule as the Manager shall direct and shall otherwise
cooperate, as reasonably directed by the Manager, in the transition of portfolio
asset management to any successor of the Sub-Adviser, including the Manager.
- 16 -
13. INTERPRETATION AND DEFINITION OF TERMS
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 interpretation thereof, if any, by the United States courts or, in
the absence of any controlling decision of any such court, by rules, regulations
or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the
terms "vote of a majority of the outstanding voting securities," "interested
person," "assignment" and "affiliated person," as used in this Agreement shall
have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition,
when the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is modified, interpreted or relaxed by a rule, regulation or
order of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
14. CHOICE OF LAW
This Agreement is made and to be principally performed in the State of New
York and except insofar as the 1940 Act or other federal laws and regulations
may be controlling, this Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of New York.
15. CHANGE IN THE SUB-ADVISER'S OWNERSHIP
The Sub-Adviser agrees that it shall notify the Trust of any anticipated or
otherwise reasonably foreseeable change in the ownership of the Sub-Adviser
which would constitute an assignment of this Agreement within a reasonable time
prior to such change being effected.
16. ENFORCEABILITY
Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to such jurisdiction be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms or provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.
17. CAPTIONS
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
18. EXECUTION IN COUNTERPARTS; ELECTRONIC DELIVERY
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
- 17 -
Signatures on this Agreement may be communicated by electronic transmission
(which shall include facsimile or email) and shall be binding upon the parties
so transmitting their signatures.
19. CFTC DISCLOSURE
PURSUANT TO AN EXEMPTION UNDER CFTC RULES IN CONNECTION WITH ACCOUNTS OF
QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO
BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE
MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF
COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR
APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
[SIGNATURE PAGE FOLLOWS]
- 18 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
FIERA CAPITAL INC.
By: /s/ Xxxxxxx XxXxxx
----------------------
Name: Xxxxxxx XxXxxx
Title: General Counsel
XXXXXXXXX MANAGEMENT GROUP, L.L.C.
By: /s/ Xxxxxxxx X. Xxxx
------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice Chairman
- 19 -
SUB-ADVISORY AGREEMENT
SCHEDULE A
SERIES OF THE ADVISORS' INNER CIRCLE FUND III
Fiera Capital Diversified Alternatives Fund
- 20 -
SUB-ADVISORY AGREEMENT
SCHEDULE B
INVESTMENT GUIDELINES
1. Sub-Adviser will manage an Allocated Portion, consisting of two
strategies:
a. A primarily cash equity trading strategy, run as "equity market
neutral."
b. A futures-based trading strategy.
2. Sub-Adviser will run the Allocated Portion with approximately equal risk
contribution from each of the underlying strategies ("50/50"), with the
option to over/underweight one strategy relative to the other with prior
consent from the Manager.
3. Realized volatility of the combined sleeve is to be targeted at between
10% and 15% annualized standard deviation, based upon daily NAV changes of
the Allocated Portion over a significant amount of trading days.
4. Each Allocated Portion will be limited to a maximum of 30% futures margin
to equity.
5. Equity market neutral Allocated Portion to consist of a minimum of 50
stocks long, 50 stocks short, with a maximum of 350 stocks long, 350 stocks
short.
6. Equity market neutral Allocated Portion to run a maximum net market
exposure of +/-10%.
7. Equity market neutral Allocated Portion to have a maximum gross market
value (longs plus shorts) of 400%.
- 21 -
SUB-ADVISORY AGREEMENT
SCHEDULE C
RATE OF COMPENSATION
SERIES ANNUAL PERCENTAGE RATE OF
COMPENSATION BASED ON EACH SERIES'
AVERAGE DAILY NET ASSETS OF THE
ALLOCATED PORTION(1)
--------------------------------------------------------------------------------
Fiera Capital Diversified Alternatives Fund [Redacted]
--------------------------------------------------------------------------------
(1) As provided in the Agreement, the Allocated Portion for purposes of this
Schedule C does not include the value of any Excess Cash.
- 22 -
