INVESTMENT SUB‑ADVISORY AGREEMENT
INVESTMENT SUB‑ADVISORY AGREEMENT
AGREEMENT made as of
the 13th day of November, 2018, by and among Dynamic Beta investments LLC, a Delaware limited liability company, (the “Sub‑Adviser”), and iM
Global Partner US, LLC, a Pennsylvania limited liability company (the “Adviser”).
WHEREAS, Manager
Directed Portfolios, a Delaware statutory trust located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000 (the “Trust”), is an open‑end
management investment company registered with the Securities Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, each of the
series of the Trust (each individually and all such series collectively, the “Fund”) included on Schedule A attached hereto, as may be amended from time to time, are separate series of the Trust having separate assets and liabilities;
WHEREAS, the Adviser
and the Sub-Adviser are each engaged in the business of providing investment advisory services; and
WHEREAS, each of the
Adviser and Sub-Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);
and
WHEREAS, the Trust,
on behalf of the Fund, has retained the Adviser to render investment advisory services to the Fund pursuant to the Investment Advisory Agreement dated
as of November 13, 2018 (the “Investment Advisory Agreement”); and
WHEREAS, the
Investment Advisory Agreement authorizes the Adviser to delegate certain of its duties and responsibilities under the Investment Advisory Agreement to a sub-adviser that is registered with the SEC under the Advisers Act; and
WHEREAS, the Adviser
seeks to delegate certain of its duties and responsibilities under the Investment Advisory Agreement to the Sub-Adviser pursuant to this Investment Sub‑Advisory Agreement (the “Agreement”);
NOW, THEREFORE, in
consideration of the covenants set forth therein, the parties to this Agreement agree as follows:
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1.
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APPOINTMENT OF SUB-ADVISER.
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(a)
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Appointment and Acceptance. The Adviser
hereby appoints the Sub-Adviser, and the Sub-Adviser hereby accepts the appointment, on the terms and for the compensation provided herein, to manage the investment and reinvestment of that portion of the assets of the Fund allocated to
it by the Adviser (the “Portfolio”) in conformity with the Fund’s current Prospectus and Statement of Additional Information, as each
may be amended or supplemented from time to time (together, the “Prospectus”).
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(b)
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Independent Contractor. The Sub-Adviser
shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or be deemed an agent of the Fund.
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(c)
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The Sub-Adviser’s Representations, Warranties and
Covenants. The Sub-Adviser represents, warrants and agrees that:
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(i)
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it has, and will maintain during the term of this Agreement, 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;
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(ii)
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it (A) is registered, and will maintain its registration, as an investment adviser with the SEC under the Advisers Act, (B) is not
prohibited by the Advisers Act, the rules thereunder or otherwise from acting as contemplated by this Agreement, and (C) has provided its current Form ADV, including any brochure and supplement thereto, to the Adviser;
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(iii)
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None of the Sub-Adviser, its affiliates, nor any officer, manager, partner or employee of the Sub-Adviser or its affiliates is
subject to any event set forth in Section 9 of the 1940 Act that would cause the Sub-Adviser from being or becoming ineligible to serve as an investment adviser to an investment company under the 1940 Act. The Sub-Adviser will promptly
notify the Adviser and the Trust of the occurrence of any event that would cause the Sub-Adviser to be ineligible from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise;
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(iv)
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the Sub-Adviser has adopted a written code of ethics that complies with the requirements of Rule 17j‑1 under the 1940 Act and Rule
204A-1 under the Advisers Act (the “Code of Ethics”), and has policies and procedures in place to monitor compliance by its “access persons” (as such term is defined in Rule 204A-1) with the Code of Ethics. If it has not already done
so, the Sub-Adviser will provide the Adviser and the Trust with a copy of such code of ethics upon the execution of this Agreement. The Sub-Adviser will comply with the reporting requirements of Rule 17j‑1, which may include: (i)
certifying to the Adviser that the Sub-Adviser and its access persons have complied with the Code of Ethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the Portfolio.
The Sub-Adviser shall notify the Adviser of any material violation of the Code of Ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Sub-Adviser shall permit the Adviser, its employees and its agent to
examine the reports required to be made by the Sub-Adviser pursuant to Rule 17j‑1 and all other records relevant to the Code of Ethics;
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(v)
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the Sub-Adviser 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. Upon reasonable notice to and reasonable request by the Adviser or officers of the Trust, the
Sub-Adviser shall provide the Adviser or officers of the Trust with access to the records relating to such policies and procedures as they relate to the Portfolio. The Sub-Adviser will also provide, at the reasonable request of the
Adviser or officers of the Trust, periodic certifications, in a form reasonably acceptable to the Adviser or officers of the Trust, attesting to the adequacy and effectiveness of such written policies and procedures;
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(vi)
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the Sub-Adviser shall implement and maintain a business continuity plan and policies and procedures reasonably designed to prevent,
detect and respond to cybersecurity threats and to implement such internal controls and other safeguards reasonably designed to safeguard the Fund’s confidential information and the nonpublic personal information of Fund shareholders.
The Sub-Adviser shall promptly notify the Adviser and the Trust of any material violations or breaches of such policies and procedures;
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(vii)
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the Sub-Adviser is and shall remain registered with the Commodity Futures Trading Commission as a commodity trading advisor and is
and shall remain a member of the National Futures Association and is and shall remain registered as a commodity pool operator as long as the Fund is a commodity pool; and
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(viii)
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the Sub-Adviser agrees to provide reasonable assistance with the liquidity classifications required under the Fund’s liquidity risk
management program, when implemented, in accordance with Rule 22e‑4 under the 1940 Act.
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(d)
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The Adviser’s Representations, Warranties and
Covenants. The Adviser represents, warrants and agrees that
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(i)
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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;
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(ii)
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it is registered with the SEC, and will maintain such registration during the term of this Agreement, as an investment adviser under
the Advisers Act. The Adviser is not ineligible to serve, and none of the Adviser’s directors, officers and employees is subject to any event set forth in Section 9 of the Investment Company Act that would cause the Adviser to be
ineligible to serve, as an investment adviser to an investment company registered with the SEC under the Investment Company Act pursuant to Section 9 of the Investment Company Act. The Adviser will promptly notify the Sub-Adviser of the
occurrence of any event that would cause the Adviser to be ineligible to serve as an investment adviser of an investment company pursuant to Section 9(a) or Section 9(b) of the 1940 Act or otherwise;
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(iii)
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the Investment Advisory Agreement authorizes the Adviser to appoint the Sub-Adviser;
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(iv)
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it has received a copy of the Sub-Adviser’s current Form ADV;
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(v)
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The Adviser will promptly furnish to the Sub-Adviser one or more copies of the Prospectus, including any material amendments or
supplements thereto;
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(vi)
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the Adviser will provide to the Sub-Adviser, on a timely basis, (A) such information as the Sub-Adviser may reasonably require
regarding inflows to and outflows from the Fund and the cash requirements of, and cash available for investment in, the Fund, and (B) copies of monthly accounting statements for the Fund, and such other information as may be reasonably
necessary or appropriate in order for the Sub-Adviser to perform its responsibilities hereunder.
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3.
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PROVISION OF INVESTMENT SUB‑ADVISORY SERVICES.
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The Sub-Adviser shall manage the Portfolio as described herein in compliance with the fundamental policies, non-fundamental
policies, investment objective(s), investment restrictions and limitations and investment strategies (as stated in the Prospectus) of the Fund, and subject to the supervision and review of the Adviser and the Board of Trustees, the Sub-Adviser
shall make investment decisions for the Portfolio, including purchase, retention and disposition of securities and use of instruments and financial techniques, in accordance with applicable law, rules and regulations and the Fund’s investment
objectives, policies and restrictions as stated in the Prospectus.
It is understood that the Sub-Adviser may manage a portion, all or none of the Fund’s assets as
designated by the Adviser to the Sub-Adviser from time to time, and the Adviser has the right to allocate and reallocate the Fund’s assets at any time.
For the purpose of complying with Rule 10f‑3(a)(5)(ii), Rule 12d3‑1(c)(3)(ii), Rule 17a‑10(a)(2) and Rule 17e‑1(d)(2) under
the 1940 Act, the Sub-Adviser hereby agrees that, in connection with the Fund: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-adviser to the Fund, or with any sub-adviser that
is a principal underwriter for the Fund or an affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; (ii) with respect to transactions in securities
or other assets for the Fund, it will not consult with any sub‑adviser to another series of the Trust for which the Adviser serves as investment adviser, or with any sub‑adviser to the Fund that is a principal underwriter to the Fund or an
affiliated person of such principal underwriter, other than for purposes of complying with the conditions of Rule 12d3‑1(a) or (b) under the 1940 Act; and (iii) its responsibility in providing investment advisory services to the Fund shall be
limited solely to that portion of the Fund’s portfolio designated by the Adviser.
The Sub-Adviser will, at its own expense:
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(a)
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advise the Adviser in connection with investment decisions regarding the Fund and, upon reasonable request, furnish the Adviser with
research, economic and statistical data as may be in the possession of or readily obtained by the Sub-Adviser in connection with the Fund’s investments and investment policies;
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(b)
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upon reasonable advance notice, make its officers and employees reasonably available to meet with the Adviser and the Board of
Trustees at the Adviser’s or the Trust’s principal place of business;
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(c)
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submit such reports and information as the Adviser or the Fund may reasonably request, including such reports as are reasonably
necessary to assist the Fund’s custodian (the “Custodian”), administrator or fund accounting agent, in its or their determination of
the market or fair value of securities held in the Fund;
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(d)
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place orders for purchases and sales of portfolio investments for the Portfolio;
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(e)
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give instructions to the Custodian concerning the delivery of securities and transfer of cash for the Portfolio;
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(f)
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maintain and preserve the records relating to its activities hereunder required by Rule 31a-1 under the 1940 Act to be maintained
and preserved by the Sub-Adviser for the time required be preserved under Rule 31a-2 under the 1940 Act, to the extent not maintained by the Adviser or another agent of the Fund, and the Sub-Adviser hereby agrees that all records which
it maintains for the Portfolio are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request; provided the Sub-Adviser shall be permitted to maintain copies of any
such records, including the performance records of the Portfolio, and shall be permitted to use such performance records of the Portfolio as part of composite performance with the performance of other accounts managed in a similar
strategy to promote its services to other accounts, including other fund accounts, to the extent permitted by applicable law or regulation and the Trust’s policies and procedures, subject to prior notice of the Adviser and to Section
13 of this Agreement;
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(g)
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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,
provide the Custodian with copies of trade tickets for each transaction effected for the Fund on such day, provide copies to the Adviser upon request, and promptly forward to the Custodian copies of all brokerage or dealer
confirmations;
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(h)
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as soon as practicable following the end of each calendar month, provide the Adviser with written statements showing all
transactions effected for the Portfolio during the month, a summary listing all investments and instruments held in the Portfolio as of the last day of the month, and such other information as the Adviser may reasonably request.
Adviser acknowledges that the Sub-Adviser, the Custodian and the Fund’s accounting or transfer agent may use different pricing vendors, which may result in valuation discrepancies;
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(i)
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absent specific instructions to the contrary provided to it by the Adviser, and subject to its receipt of all necessary voting
materials, vote all proxies with respect to investments of the Portfolio in accordance with the Sub-Adviser’s proxy voting policy (as updated from time to time) as most recently provided to the Adviser. The Sub-Adviser shall use its
good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in the Portfolio.
The Sub-Adviser’s obligations in the previous sentence are contingent upon its timely receipt of such proxy solicitation materials, which the Adviser shall cause to be forwarded to the Sub-Adviser. The Sub-Adviser further agrees that
it will provide the Board of Trustees, as the Board may reasonably request, with a written report of any proxies voted with respect to investments in the Portfolio during the most recent 12‑month period or such other period as the Board
may designate, in a format that shall comply in all material respects with the 1940 Act. Upon reasonable request, the Sub-Adviser shall provide the Adviser with all proxy voting records (if any) in its possession relating to the
Portfolio, including but not limited to those required by Form N‑PX (or subsequent form). Upon request of the Adviser, the Sub-Adviser will also provide an annual certification, in a form reasonably acceptable to the Adviser, attesting
to the accuracy and completeness of such proxy voting records;
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(j)
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inform the Adviser and the Board of Trustees of any anticipated material changes in investment strategy or tactics or in key
personnel, provided that the Sub-Adviser may not implement any material change to the Fund’s investment strategies or policies
prior to notice to the Adviser and the Fund;
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(k)
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furnish to the Board of Trustees such information as may reasonably be necessary in order for such Trustees to evaluate this
Agreement or any proposed amendments hereto for the purpose of the Board’s review thereof pursuant to Section 7 of this Agreement;
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(l)
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notify the Adviser as soon as reasonably practicable, in writing, of the receipt of any notice of a class action proceeding related
to the Fund or any other action or proceeding in which the Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings;
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(m)
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bear its own expenses of providing services to the Fund pursuant to this Agreement;
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(n)
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provide reasonable advance notice to the Adviser of any potential or anticipated ownership changes that may result in a change of
control (as such term is defined in the 0000 Xxx) of the Sub-Adviser or an “assignment” of this Agreement for the purposes of the 1940 Act;
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(o)
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notify the Adviser and the Trust as soon as reasonably practicable to the extent permitted by applicable law in the event that the
Sub-Adviser or any of its affiliates becomes aware that it is or will be the subject of an administrative proceeding or enforcement action by the SEC or other regulatory or securities exchange authority; and
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(p)
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provide reasonable assistance to the Trust, with respect to Sub-Adviser’s management of the Portfolio, in connection with the
Trust’s compliance with the Sarbanes‑Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38a‑1 under the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying periodically, upon
the reasonable request of the Trust, that it has adopted and implemented policies and procedures reasonably designed to prevent violation of all applicable “federal securities laws,” as required by Rule 38a‑1(e)(1) under the 1940 Act,
and Rule 206(4)‑7 under the Advisers Act; (ii) facilitating and cooperating with third‑party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer
with direct access to its compliance personnel upon reasonable notice, at reasonable times and for reasonable purposes; (iv) providing the Trust’s chief compliance officer with periodic reports, including of any material changes to the
Sub-Adviser’s compliance policies; and (v) promptly providing special reports to the Trust’s chief compliance officer in the event of material violations of the Trust’s policies and procedures, material violations of applicable laws,
including but not limited to federal and state securities laws, the Commodity Exchange Act (the “CEA”) and any other material
compliance violations effecting the Fund, and a material weakness in the design or implementation of the Sub-Adviser’s compliance policies.
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3.
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ALLOCATION OF CHARGES AND EXPENSES.
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Each party to this Agreement shall bear the costs and expenses of performing its obligations hereunder. In this regard,
the Adviser specifically agrees that the Fund shall assume the Fund expenses as set forth in the Investment Advisory Agreement.
The Sub-Adviser specifically agrees that with respect to its services to the Fund pursuant to this Agreement, the
Sub-Adviser shall be responsible for providing the personnel, office space and equipment reasonably necessary for it to perform its services hereunder. In order to minimize the need and expense on Adviser of convening a special Board of Trustees
meeting, Sub-Adviser agrees that, to the extent reasonably practical, Sub-Adviser will provide Adviser sufficient advance notice of any proposed material changes to the Sub-Adviser, so that such issues may be considered by the Board of Trustees
during its regularly scheduled quarterly meetings. Sub-Adviser shall pay the expenses relating to costs of any special meeting of the Board of Trustees or shareholders of the Fund convened due to a change of control or otherwise for the primary
benefit of the Sub-Adviser. Nothing in this Agreement shall alter the allocation of expenses and costs agreed upon between the Fund and the Adviser in the Investment Advisory Agreement or any other agreement to which they are parties.
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4.
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SUB‑ADVISORY FEES.
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For all of the services rendered with respect to the Fund as herein provided, the Adviser shall pay to the Sub-Adviser the
fee (which shall be payable by the Adviser, not the Fund, out of the Adviser’s own assets) as set forth in Schedule A attached hereto and made a part
hereof. Such fee shall be accrued daily and be payable on the first business day of the succeeding month. If this Agreement is terminated prior to the end of any month, the subadvisory fee shall be prorated for the portion of any month in which
this Agreement is in effect that is not a complete month. The prorated fee shall be calculated based on the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in
the month, and shall be payable promptly (and in any event, not later than 30 days) following such termination.
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5.
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PORTFOLIO TRANSACTIONS.
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In connection with the investment and reinvestment of the assets of the Portfolio, the Sub-Adviser is authorized to select
the brokers or dealers that will execute purchase and sale transactions for the Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio
securities for said Portfolio. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at
the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take into consideration all factors the Sub-Adviser deems appropriate, including without limitation: the best net price available;
the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing
basis. Notwithstanding the Sub-Adviser’s primary consideration, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered. Subject to the policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to select brokers who
furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The
Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products
and services obtained if so requested by the Fund. In the event the Sub-Adviser places trades through a broker or dealer affiliated with the Adviser (as specified by the Adviser in writing in advance) or the Sub-Adviser, the Sub-Adviser agrees
to provide notice to the Fund and to comply with the Fund’s affiliated brokerage procedures.
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The Adviser authorizes and empowers the Sub-Adviser to open or direct the Custodian to open and maintain brokerage accounts
for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser shall
provide the Adviser and the Trust with copies of any documents executed on behalf of the Trust hereunder as soon as practicable after the execution of such documents. The Sub-Adviser may, using such of the securities and other property in the
Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for that Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property
into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities, instruments and other property purchased or sold for the Fund to be settled at the place of business
of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary
information to enable the Custodian to effect such purchases and sales.
The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other
property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent 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.
None of the Sub-Adviser or any of its affiliated persons may purchase securities or other instruments from or sell
securities or other instruments to the Fund; provided, however, the Sub-Adviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is (i) permissible under the applicable law
and the Fund’s procedures or in accordance with an exemptive order and (ii) approved in advance by the Adviser and, if required, the Board of Trustees. In the event of any such transaction, the transaction shall be reported to the Board on a
quarterly basis.
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6.
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LIABILITY; STANDARD OF CARE.
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The Adviser shall indemnify and hold harmless the Subadviser and its affiliated persons (as defined in Section 2(a)(3) of
the 0000 Xxx) against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims) incurred by the Sub-Adviser by reason of or arising out of: (A) the Adviser’s willful misfeasance,
bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement, and (B) any breach of any duty or warranty hereunder of the Adviser or any material inaccuracy
of any representation of the Adviser made hereunder; provided, however, that nothing herein will provide indemnity to the Sub-Adviser or any
of its affiliated persons for liability resulting from its or their own willful misfeasance, bad faith, or negligence in the performance of its or their obligations or duties hereunder or reckless disregard of such obligations or duties.
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The Sub-Adviser shall indemnify and hold harmless the Adviser and its affiliated persons (within the meaning of Section
2(a)(3) of the 1940 Act), the Fund and all controlling persons of the Adviser or the Fund (as described in Section 15 of the 0000 Xxx) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other
expenses) by reason of or arising out of: (A) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement, (B) the
Sub-Adviser’s being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Prospectus or any written guidelines or instruction provided in writing by the Trust,
the Board of Trustees or the Adviser to the Sub-Adviser, or (C) any breach of any duty or warranty hereunder of the Sub-Adviser or any material inaccuracy of any representation of the Sub-Adviser made hereunder.
Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain
circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities or state
law. Neither the Adviser nor the Sub-Adviser shall be liable hereunder for any special, consequential or incidental damages.
The Sub-Adviser shall comply with the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended, and all
other applicable federal and state laws and regulations in the discharge of its duties under this Agreement; shall comply with the Prospectus and any investment policies, guidelines and restrictions of the Fund that are applicable to the
Portfolio; and any applicable policies and procedures adopted by the Board of Trustees; in each case, as applicable to the Portfolio. Prior to the commencement of the Sub-Adviser’s services hereunder, the Adviser will provide the Sub-Adviser
with current copies of the Prospectus and any investment policies, guidelines and restrictions of the Fund that are applicable to the Portfolio; and any applicable policies and procedures adopted by the Board of Trustees. The Adviser undertakes
to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document as promptly as practicable.
The Sub-Adviser shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level
of investment performance or level of investment results will be achieved.
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7.
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TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT.
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(a)
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This Agreement shall become effective at the time that the Fund commences operations pursuant to an effective amendment to the
Trust’s Registration Statement under the Securities Act of 1933, as amended, and shall remain in effect for two years from the date thereof unless sooner terminated as hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (l) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees or by the vote of a majority of the outstanding voting securities of the
Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority
of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act;
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(b)
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This Agreement may be terminated by the Trust on behalf of the Fund at any time without payment of any penalty, by the Board of
Trustees, by the Adviser, or by vote of a majority of the outstanding voting securities of the Fund without the payment of any penalties, upon sixty (60) days’ written notice to the Sub-Adviser, and by the Sub-Adviser without the
payment of any penalties upon sixty (60) days’ written notice to the Fund and the Adviser. In the event of a termination, the Sub-Adviser shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of
Trustees or the Adviser, transfer any and all books and records of the Fund maintained by the Sub-Adviser on behalf of the Fund; provided that the Sub-Adviser may retain such records as are required by law or regulation; and
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(c)
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This Agreement shall terminate automatically in the event of its assignment, as such term is defined in the 1940 Act, and in the
event that the Investment Advisory Agreement is terminated.
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8.
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SERVICES NOT EXCLUSIVE.
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The services of the Sub-Adviser to the Fund are not to be deemed exclusive and it shall be free to render similar services
to others so long as its services hereunder are not impaired thereby. It is specifically understood that directors, officers and employees of the Sub-Adviser and of its subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment advisory clients. In addition, the Adviser understands that the Sub-Adviser may give advice and take action with respect to other clients in a manner that may differ from the timing or nature of
action taken by the Sub-Adviser with respect to the Portfolio. Nothing in this Agreement imposes upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale, with respect to the Portfolio, any security or other
instrument which the Sub-Adviser may purchase for any other client.
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9.
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AGGREGATION OF ORDERS.
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Nothing in this Agreement shall preclude the combination of orders for the sale or purchase of securities of the Portfolio
with those for other accounts managed by the Sub-Adviser or its affiliates. When a security proposed to be purchased or sold for the Portfolio is also to be purchased or sold for other accounts managed by the Sub-Adviser at the same time, the
Sub-Adviser may aggregate such orders and shall allocate such purchases or sales on a pro‑rata, rotating or other equitable basis so as to avoid any one account being systematically preferred over any other account.
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10.
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BORROWING.
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The Sub-Adviser agrees that neither it nor any of its officers or employees shall borrow from the Fund or pledge or use the
Fund's assets in connection with any borrowing not directly for the Fund's benefit. Any borrowing on behalf of the Fund must be approved in advance by the Adviser and the Board of Trustees and made in accordance with the requirements of the 1940
Act and the Fund’s investment policies.
10
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11.
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AMENDMENT.
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No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by all parties.
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12.
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SEVERABILITY.
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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 and shall remain in full force and effect.
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13.
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NONPUBLIC PERSONAL INFORMATION; CONFIDENTIALITY.
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Notwithstanding any provision herein to the contrary, the Sub-Adviser hereto agrees on behalf of itself and its directors,
trustees, shareholders, officers, and employees (1) to treat confidentially and as proprietary information of the Fund (a) all records and other information relative to the Fund’s prior, present, or potential shareholders (and clients of said
shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S‑P (“Regulation S‑P”), promulgated
under the Gramm‑Xxxxx‑Xxxxxx Act (the “G‑L‑B Act”), and (2) except after prior notification to and approval in writing by the Trust, not to use
such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S‑P or the G‑L‑B Act, and if in compliance therewith, the privacy policies adopted by
the Trust and communicated in writing to the Sub-Adviser. Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt or other proceedings for
failure to comply after being requested to divulge such information by duly constituted authorities.
Each of the Adviser and the Sub-Adviser agrees (as applicable, a “Receiving Party”) that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the
confidentiality of information supplied by the Sub-Adviser or by Adviser or the Fund, (each, as applicable, a “Disclosing Party”), that is not
otherwise in the public domain or previously known to the Receiving Party. As used herein, “Confidential Information” means confidential and
proprietary information of a Disclosing Party, including portfolio holdings of the Fund or other accounts managed by the Adviser, and information relating to the other clients, investment strategies, techniques or operations of the Adviser, the
Fund or the Sub-Adviser, that is received by the Receiving Party in connection with this Agreement, including information with regard to the portfolio holdings and characteristics of the Portfolio.
Except as set forth in this Agreement or otherwise required by applicable law, the Receiving Party will restrict access to
the Confidential Information to its, its affiliates, or the Disclosing Party’s affiliates, employees, directors, officers, attorneys, auditors, or agents (“Representatives”). The Receiving Party and its Representatives will keep such information confidential and use it only (i) for the purpose for which the Confidential Information was provided to that party; (ii) as reasonably
necessary for a party to meet its obligations under this Agreement; or (iii) as reasonably necessary for the provision of services to a party; and the Receiving Party shall be liable for any breach of the foregoing by its Representatives acting
within the scope of their duties for such Receiving Party as if such Representative were a party hereto. The foregoing shall not prevent the Receiving Party from disclosing Confidential Information that is (1) publicly known or becomes publicly
known through no unauthorized act of its own, (2) rightfully received from a third party without obligation of confidentiality, (3) approved in writing by the other party for disclosure, (4) requested by a regulator in the course of a routine
regulatory examination; or (5) required to be disclosed pursuant to a governmental agency, court order, or law so long as the Disclosing Party provides the other party with prompt written notice of such requirement prior to any such disclosure;
however, such notice is not required if information is provided on an aggregate basis without specific attribution to the party providing the Confidential Information.
11
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14.
|
RIGHT TO USE NAMES.
|
The Sub-Adviser will have no rights relating to the Trust’s name, the Fund’s name or the Adviser’s name as they are used in
connection with investment products, services or otherwise, and the Sub-Adviser will make no use of such names without the express written consent of the Trust, the Fund or the Adviser, as the case may be; provided that, the Sub-Adviser shall
retain the right to use the portion of the Fund’s name containing “DBi,” and provided that, for so long as the Sub-Adviser is providing services to the Fund or the Adviser hereunder, the Sub-Adviser may identify the Adviser or the Fund by name in
the Sub-Adviser’s current client list or in regulatory documents. Such list or documents may be used with third parties.
Neither the Trust nor the Adviser will have any rights relating to the Sub-Adviser’s name as it is used in connection with
investment products, services or otherwise, and the Trust and the Adviser will make no use of such name without the express written consent of Sub-Adviser; provided that, for so long as the Sub-Adviser is providing services to the Fund or the
Adviser hereunder, the name “DBi,” or “Dynamic Beta investments LLC” may be used in the Fund’s Form N‑1A, the Adviser’s Form ADV, the Prospectus and customary marketing material, or any other document required to be filed with any governmental
agency or self‑regulatory organization by the Fund.
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15.
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ANTI‑MONEY LAUNDERING COMPLIANCE.
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The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any
implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti‑Money Laundering Policy. The Sub-Adviser agrees to
comply with the Trust’s Anti‑Money Laundering Policy and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, upon receipt of a copy thereof. The Adviser undertakes to provide the Sub-Adviser with copies of the Trust’s
Anti‑Money Laundering Policy then in effect prior to the commencement of the Sub-Adviser’s services hereunder and to provide any amendments, modifications or supplements to such policy prior to or as promptly as practicable after their effective
date, subject to receipt by Adviser from the Trust. The Sub-Adviser further agrees to provide to the Trust and/or the Fund’s administrator such reports, certifications and contractual assurances as may be reasonably requested by the Trust. The
Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self‑regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by
applicable law or regulation. The Trust shall use commercially reasonable efforts to provide the Sub-Adviser with copies of any information regarding the Sub-Adviser disclosed pursuant to the preceding sentence as promptly as practicable.
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16.
|
NOTICES.
|
Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be
effectively delivered when actually received, and may be delivered by US mail (first class, postage prepaid), by facsimile transmission, electronic mail, by hand or by commercial overnight delivery service, addressed as follows:
ADVISER:
iM Global Partner US, LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
iM Global Partner US, LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
SUB-ADVISER:
Dynamic Beta investments LLC
Dynamic Beta investments LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
FUND:
Manager Directed Portfolios
on behalf of the applicable Fund
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Spearo
Manager Directed Portfolios
on behalf of the applicable Fund
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Spearo
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17.
|
GOVERNING LAW.
|
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving
effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act and the Advisers Act and any rules and
regulations promulgated thereunder.
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18.
|
ASSIGNMENT
|
This Agreement may not be assigned by any party, either in whole or in part, without the prior written consent of each
other party.
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19.
|
MULTIPLE ORIGINALS.
|
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same instrument.
[Signature page follows]
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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of the day first set forth above.
iM GLOBAL PARNTER US, LLC
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Chief Operating Officer & Head of Distribution
DYNAMIC BETA INVESTMENTS LLC
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: COO
14
SCHEDULE A
SUB‑ADVISORY FEES
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Series of Manager Directed Portfolios
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Fee Rate as a Percentage of Current Net
Assets of the Portfolio
|
|
iM DBi Managed Futures Strategy ETF
|
0.50%
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For purposes of computing the amount of advisory fee accrued for any day, “Current Net Assets” shall mean the Portfolio’s net assets as of the
most recent preceding day for which the Fund’s net assets were computed.
15
