SUBADVISORY AGREEMENT
This
Subadvisory Agreement (as amended from time to time, this “Agreement”) is
entered into as of the 1st day of
June, 2009, by and between Rochdale Investment Management LLC, a
Delaware limited liability company (“Adviser”), and
Federated Investment Management Company, which is organized as a Delaware
statutory trust (“Sub-Adviser”).
WHEREAS, Adviser has entered into
an Investment Advisory Agreement dated August 11, 2005, (as amended
from time to time, herein referred to a the “Advisory Agreement”)
with Rochdale Investment Trust, a Delaware business trust (the “Trust”), an open-end
series investment company that is registered under the Investment Company Act of
1940, as amended (“1940 Act”);
and
WHEREAS,
Adviser, pursuant to the terms of the Advisory Agreement, provides portfolio
management services to each series of the Trust, including the Rochdale Fixed
Income Opportunity Fund (which series is herein referred to as the “Fund”);
and
WHEREAS, Adviser desires to engage
Sub-Adviser to assist Adviser in providing such portfolio management services to
the Fund and Sub-Adviser is willing, in accordance with the terms of this
Agreement to provide such services to Adviser with respect to such assets of the
Fund as may be allocated to it by Adviser from time to time (the “Subadvised Assets”)
in the manner and on the terms set forth in this Agreement; and
WHEREAS,
the Board of Trustees (“Board”) of the Trust
(including a majority of those Trustees who are not interested persons of the
Trust as that term is defined in Section 2(a)(19) of the 0000 Xxx) has approved
this Agreement in accordance with the requirements of Section 15(a) and Section
15(c) of the 1940 Act;
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and intending to be legally bound, Adviser and Sub-Adviser agree
as follows:
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SECTION
1.
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Appointment
of Sub-Adviser.
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Subject
to and in accordance with the provisions of this Agreement, Adviser
hereby: (a) appoints Sub-Adviser as investment subadviser for the
Fund and with respect to the Subadvised Assets to perform the investment
advisory and any other services to the Fund set forth in this Agreement, and (b)
delegates to Sub-Adviser the authority vested in Adviser pursuant to the
Advisory Agreement to the extent necessary to enable Sub-Adviser to perform its
services and other obligations under this Agreement.
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SECTION
2.
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Scope
of Sub-Adviser’s Authority, Duties and
Services.
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(a) General. Adviser hereby
authorizes Sub-Adviser, in its discretion and without prior consultation with
Adviser or the Board, to invest, reinvest and manage the Subadvised Assets of
the Fund, and determine the structure and composition of the Subadvised Assets
of the Fund, on a discretionary basis, subject to Section 2(f) of this
Agreement. In carrying out its responsibilities under this Agreement,
Sub-Adviser will act in accordance with all applicable:: (i) requirements of the
1940 Act, and
the rules and regulations thereunder applicable to the Fund; (ii) requirements
of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and
the rules and regulations thereunder applicable to Sub-Adviser; (iii) the
provisions of Subchapter M of the Internal Revenue Code of 1986, as amended
(“IRC”)
applicable to “regulated investment companies” and the Fund; (iv) the investment
objectives, strategies and limitations applicable to the Fund, as set forth in
the prospectus and statement of additional information relating to the Fund and
such other of those documents of the Trust (i.e., the Trust’s declaration
of trust, articles of incorporation or similar governing document, and bylaws)
as applicable to the Fund, in each case as amended and updated from time to time
and provided in writing to Sub-Adviser (collectively, each of the documents
identified in this clause (iv) being, the “Governing
Documents”), as are applicable to the Fund; (v) the requirements of those
policies and procedures of Sub-Adviser adopted by the Trust under Rule 38a-1
under the 1940 Act (including any amendments thereto) and applicable to the
Fund, and those policies and procedures adopted by the Trust under the 1940 Act
(including any amendments thereto) and agreed upon by Adviser and Sub-Adviser as
being applicable to Sub-Adviser’s management of the Subadvised Assets of the
Fund pursuant to this Agreement (collectively, Sub-Adviser’s policies and
procedures, and such policies and procedures of the Trust, being referred to
herein, as applicable, as the “Applicable Policies and
Procedures”); and (vi) such other reasonable, mutually acceptable,
instructions relating to the Fund’s portfolio as the Board or Adviser may from
time to time specifically adopt, and provide in writing to Sub-Adviser, as being
necessary for Sub-Adviser to perform its services and other obligations under
this Agreement (“Instructions”).
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(b) Sub-Adviser Services and
Duties. Subject to and in accordance with the provisions of
this Agreement, to enable Sub-Adviser to perform the general duties described in
Section 2(a) above:
(i) General
Services. Adviser hereby authorizes Sub-Adviser to, and
Sub-Adviser will, (A) formulate and implement a continuous investment program
for the Subadvised Assets of the Fund, and (b) take the steps that Sub-Adviser
determines to be reasonably necessary to implement such investment program(s),
including purchasing, holding or selling the securities and other assets
included in the Subadvised Assets of the Fund, selecting brokers, dealers and
other intermediaries, settling and allocating trades, aggregating trades, and
seeking to obtain best execution, in each case in accordance with the 1940 Act,
the Advisers Act and the rules and regulations thereunder, and Sub-Adviser’s
applicable policies and procedures as in effect from time to time. Adviser and
Sub-Adviser agree and understand that investment advisory services may be
provided by more than one subadviser. Adviser and Sub-Adviser further
agree that the Subadvised Assets may consist of all, a portion of or none of the
assets of the Fund and that Adviser as the right to allocate and reallocate
assets of the Fund to the Sub-Adviser at any time and from time to time, upon
such notice to the Sub-Adviser as may be reasonably necessary, in the view of
Adviser, to ensure orderly management of the Fund. As required under
the 1940 Act, Sub-Adviser will not consult with any other sub-adviser to the
Trust or the Fund (including any sub-adviser that is a principal underwriter or
an affiliated person of a principal underwriter) concerning transactions of the
Trust or the Fund in securities or other assets, and Sub-Adviser will be
responsible for providing investment advice under this Agreement only with
respect to the Subadvised Assets of the Fund.
(ii) Selection of Brokers, Dealers and
Other Securities Intermediaries. Without limiting Section
2(b)(i) above: (A) Sub-Adviser may select brokers, dealers and other
intermediaries that are affiliated persons of the Trust, the Fund, Adviser or
Sub-Adviser, provided that any
trade orders placed with any such affiliated person are placed in accordance
with the 1940 Act, and the rules and regulations thereunder, and Sub-Adviser’s
applicable policies and procedures as in effect from time to time; (B)
Sub-Adviser may select brokers, dealers and other intermediaries on the basis
that they provide brokerage, research or other services or products to the Fund
or other clients of Sub-Adviser or an affiliated person of Sub-Adviser, provided that such
selections are made in accordance with the Applicable Policies and Procedures;
and (C) in selecting brokers, dealers and other intermediaries, Sub-Adviser may
also consider the reliability, integrity and financial condition of a broker,
dealer or other intermediary, the size of and difficulty in executing a
transaction, and other factors that Sub-Adviser deems appropriate and consistent
with the Applicable Policies and Procedures.
(iii) Aggregation of
Orders. Without limiting Sections 2(b)(i) or (ii) above,
Sub-Adviser may (but shall not be obligated to) aggregate purchase or sale
orders for the Subadvised Assets with contemporaneous purchase or sale orders of
other clients of Sub-Adviser or its affiliated persons. In such
event, allocation of the securities or other investments so purchased or sold,
as well as the expenses incurred in the transaction, will be made by Sub-Adviser
in the manner Sub-Adviser considers to be equitable and consistent with
Sub-Adviser’s applicable policies and procedures as in effect from time to
time. Adviser hereby acknowledges that such aggregation of orders may
not result in a more favorable price or lower brokerage commissions in all
instances.
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(iv) Proxy
Voting. Adviser hereby authorizes Sub-Adviser to, and
Sub-Adviser will, in Sub-Adviser’s discretion and without prior consultation
with Adviser or the Board, vote (either directly or through a voting service
engaged by Sub-Adviser) all proxies and corporate actions of which Sub-Adviser
receives timely notice that are solicited by or with respect to issuers of
securities or other assets in which the Subadvised Assets may be invested from
time to time. Such votes shall be made by Sub-Adviser in accordance
with Sub-Adviser’s proxy voting policies and procedures as in effect from time
to time. Upon written notice to Sub-Adviser, the Board may at any
time withdraw the authority granted to Sub-Adviser pursuant to this Section
2(b)(iv) to perform any or all of the proxy voting services contemplated
hereby. Adviser and/or the Trust shall be responsible for making any
Form N-PX filings.
(v) Recordkeeping. Adviser
hereby authorizes Sub-Adviser to, and Sub-Adviser will, maintain and preserve
such books and records relating to the Subadvised Assets of the Fund and the
services provided by Sub-Adviser under this Agreement as required of an
investment sub-adviser to a registered investment company pursuant to Section 31
of the 1940 Act and Section 204 of the Advisers Act and the rules and
regulations promulgated thereunder and, further, will maintain such records in
the manner and for the periods prescribed by such
provisions. Sub-Adviser agrees that such books and records are the
property of the Trust, and that Sub-Adviser will surrender such books and
records to Adviser or the Trust, or either of their designees, promptly upon
request (provided, that
Sub-Adviser may retain copies of any or all of such books and
records). Sub-Adviser will permit Adviser to reasonably inspect such
books and records during normal business hours upon reasonable prior
notice.
(vi) Reporting. Sub-Adviser
agrees to provide such reasonable reports as mutually agreed upon by Adviser and
Sub-Adviser at such times as mutually agreed upon by Adviser and
Sub-Adviser. Sub-Adviser will provide Adviser with such other
information regarding Sub-Adviser or Sub-Adviser’s management of the Subadvised
Assets of the Fund as is legally required for any shareholder report (including
Forms N-SAR of N-CSR), amended registration statement, prospectus or statement
of additional information (including Form N-1A), proxy voting report (including
Form N-PX), portfolio holding report (including Form N-Q), proxy statement
(including Form N-14), or “blue-sky” filing, or any amendment or supplement to
any of the foregoing, of the Trust or the Fund filed with the U.S. Securities
and Exchange Commission (“SEC”) or applicable
state securities regulator (collectively, “Required
Filings”). Upon the Trust’s or Adviser’s reasonable request,
Sub-Adviser also will make available its officers and employees to meet with the
Board to review Sub-Adviser’s performance under this Agreement, and the
performance of the Subadvised Assets of the Fund, via telephone on a quarterly
basis and in person as may be reasonably requested by Adviser and the
Board.
(c) Valuation. Adviser acknowledges and
agrees, on behalf of itself, the Fund and the Trust, that Sub-Adviser is not
responsible for valuing or pricing the securities and other assets invested in,
held by or sold by the Fund (including the Subadvised Assets). Upon
reasonable request, however, Sub-Adviser will assist Adviser and the appropriate
officers of the Trust in obtaining information about securities that may be
purchased for the Fund by Sub-Adviser with respect to which reliable prices are
not available through customary pricing services and otherwise assist the Trust
in pricing such assets appropriately. Sub-Adviser agrees that it make
commercially reasonable efforts to bring to the attention of Adviser events
that Sub-Adviser determines to be “significant events” that may come
to the attention of Sub-Adviser and that Sub-Adviser believes are reasonably
likely to affect the price of such securities. Adviser acknowledges
and agrees that (i) any such information provided by Sub-Adviser may be
proprietary to Sub-Adviser or otherwise consist of nonpublic information, (ii)
nothing in this Agreement shall require Sub-Adviser to provide any information
in contravention of applicable legal or contractual requirements, and (iii) any
such information will be used only for the purpose of pricing portfolio
securities and will be maintained as confidential.
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(d) Compliance
Testing. Adviser agrees that Sub-Adviser is not the compliance
agent for the Trust, the Fund or Adviser, may not have access to all of the
books and records of the Fund necessary to perform certain compliance testing,
and will not be obligated to request any books and records of the Fund not in
Sub-Adviser’s possession for purposes of compliance testing. In no
event shall Sub-Adviser be responsible for compliance testing with respect to
any assets of the Fund other than the Subadvised Assets.
(e) Implementation of
Changes. Adviser agrees that Sub-Adviser shall be afforded a
reasonable amount of time to implement any change in applicable law, rule or
regulation (but in no event (except after obtaining a proper exemptive order or
other relief or Adviser’s consent) beyond the mandatory compliance date for any
change in applicable law, rule or regulation), any change in the Fund’s
Governing Documents, any change in Applicable Policies and Procedures, and any
other change arising out of any other Instructions provided by the Board or
Adviser in writing to Sub-Adviser. Sub-Adviser shall not be
responsible for implementing (or failing to implement) any change in the Fund’s
Governing Documents or the Trust’s or Fund’s policies and procedures, or
resulting from any Instruction of the Board or Adviser, that is not specifically
identified in a writing provided to Sub-Adviser and, in the case of a change in
the Trust’s or Fund’s policies and procedures, agreed upon by
Sub-Adviser. Sub-Adviser will promptly inform Adviser if Sub-Adviser
is not able to implement any such change or new Instruction.
(f) Adviser and Board Supervision.
Sub-Adviser’s
performance of services under this Agreement shall be subject to the general
supervision and monitoring of Adviser (in the manner contemplated under the 0000
Xxx) and the Board.
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SECTION
3.
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Adviser’s
Duties and Services.
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(a) General. Adviser
agrees to comply with the terms and conditions of this Agreement and the
Advisory Agreement and to provide Sub-Adviser with any information that
Sub-Adviser reasonably requests in order to perform its services, and comply
with its obligations, under this Agreement. Adviser shall continue to
have responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee, monitor and review Sub-Adviser’s
performance of its services and other obligations under this Agreement in the
manner contemplated under the 1940 Act. Nothing in this Agreement
shall relieve Adviser of any of its obligations or any liability under the
Advisory Agreement.
(b) Document Delivery
Requirements. Without limiting Section 3(a) above, Adviser
shall provide Sub-Adviser with true, correct and complete copies, properly
certified or otherwise authenticated, of the following documents relating to the
Fund prior to the effective date of this Agreement, annually after this
Agreement becomes effective and reasonably in advance of any changes in the
following documents becoming effective (with any changes being identified in
writing to Sub-Adviser): (i) each current Governing Document of the
Fund; (ii) any Instructions adopted by the Board or Adviser; (iii) any exemptive
order relied on by Adviser, the Fund or the Trust that may affect the
performance of Sub-Adviser’s services and other obligations under this Agreement
(including any “manager of managers” exemptive order); (iv) any CFTC Rule 4.5
letter applicable with respect to the Fund or the Trust; (v) the Advisory
Agreement; (vi) certified resolutions of the Board, and of a duly called meeting
of the shareholders of the Fund, approving the Advisory Agreement and Adviser’s
appointment as investment adviser for the Fund under the Advisory Agreement, and
(vii) certified resolutions of the Board, and, if necessary, of a duly called
meeting of the shareholders of the Fund, approving this Agreement and
Sub-Adviser’s appointment of Sub-Adviser under this Agreement.
(c) Affiliated Persons of Adviser, the
Fund and the Trust. Adviser shall provide Sub-Adviser, prior
to the effective date of this Agreement and annually after this Agreement
becomes effective, with a written list of all affiliated persons of Adviser, the
Fund and the Trust (and any affiliated person of such an affiliated person) and
Adviser shall promptly provide Sub-Adviser with an updated written list whenever
Adviser becomes aware of any additional affiliated persons or other changes to
the most recently provided list.
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(d) Limited Power of
Attorney. Adviser shall have delivered to Sub-Adviser prior to
the effective date of this Agreement an executed copy(ies), signed by authorized
representatives of Adviser and of the Trust, on behalf of the Fund, of any
separate limited power of attorney requested by Sub-Adviser pursuant to Section
4 below.
(e) Disclosure Documents and Sales
Literature. Adviser agrees to (and to cause the Trust and the
Fund to) submit any proposed language in any Required Filings, or any sales
literature, statement, communication or other document relating to the Trust or
the Fund that mentions Sub-Adviser (other than identifying Sub-Adviser as
sub-adviser to the Fund), or that describes Sub-Adviser’ services or other
obligation hereunder, to Sub-Adviser for review prior to use for prompt review
of such materials by Sub-Adviser within a reasonable and appropriate
deadline. Adviser acknowledges and agrees that it is responsible for
ensuring that any Required Filings, or any sales literature, statement,
communication or other document relating to the Trust or the Fund will at all
times be in compliance with all disclosure and other requirements under
applicable laws, rules or regulations, and that Sub-Adviser shall have no
liability in connection therewith, except to the extent arising directly out of
a material inaccuracy in, or material omission from, information furnished in
writing by Sub-Adviser to Adviser, the Fund or the Trust specifically for
inclusion in any Required Filings that causes any such Required Filings to (i)
fail to be accurate and complete in all material respects with respect to
Sub-Adviser or its services, or (ii) omit to state any material fact necessary
in order to make the statements made therein with respect to Sub-Adviser or its
services, in light of the circumstances under which they were made, not
misleading.
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SECTION
4.
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Limited
Power of Attorney.
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Adviser hereby appoints Sub-Adviser as
Adviser’s, the Trust’s and the Fund’s agent and attorney-in-fact for the limited
purposes of executing account documentation, agreements, contracts and other
documents as Sub-Adviser shall be requested by brokers, dealers or other
intermediaries, counter parties and other persons or entities in connection with
its management of the Subadvised Assets of the Fund. Adviser, on
behalf of itself, the Fund and the Trust, hereby ratifies and confirms as good
and effectual, at law or in equity, all that Sub-Adviser, and its
trustees/directors, officers and employees, may do in the capacity as
attorney-in-fact, provided such action is within the scope of the limited power
of attorney granted herein. Nothing in this Agreement shall be
construed as imposing a duty on Sub-Adviser, or its trustees/directors, officers
and employees, to act or assume responsibility for any matters in its capacity
as attorney-in-fact for Adviser, the Fund or the Trust. Any person, partnership,
corporation or other legal entity or natural person dealing with Sub-Adviser in
its capacity as attorney-in-fact hereunder for Adviser, the Fund or the Trust is
hereby expressly put on notice that Sub-Adviser is acting solely in the capacity
as an agent of Adviser, the Fund or the Trust, and that any such person,
partnership, corporation or other legal entity or natural person must look
solely to Adviser, the Fund or the Trust, as applicable, for enforcement of any
claim against Adviser, the Fund or the Trust, as Sub-Adviser assumes no personal
liability whatsoever for obligations of Adviser, the Fund or the Trust entered
into by Sub-Adviser in its capacity as attorney-in-fact. If requested
by Sub-Adviser, Adviser agrees to have Adviser, the Fund or the Trust execute
and deliver to Sub-Adviser a separate form of Limited Power of Attorney in form
and substance reasonably acceptable to Sub-Adviser.
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SECTION
5.
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Compensation.
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For the services provided under this
Agreement, Adviser shall pay to Sub-Adviser, in arrears, a fee at the annual
rate set forth on Schedule 1 multiplied times the average daily net assets of
the Subadvised Assets of the Fund. Such fee will accrue daily and
will be paid monthly to Sub-Adviser on or before the fifteenth (15th) day of
the next succeeding calendar month. The method of determining the net
asset value for purposes of this Section 5 shall be the same as the method of
determining net asset value for purposes of establishing the offering and
redemption price of the Shares of the Fund as described in the prospectus
relating to the Fund. If this Agreement is effective for only a
portion of a month, the fee will be prorated for the portion of such month
during which this Agreement is in effect.
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SECTION
6.
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Expenses.
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(a) Expenses Paid by
Sub-Adviser. Sub-Adviser will pay the cost of maintaining the
staff and personnel necessary for it to perform its services and other
obligations under this Agreement, and the expenses of office rent, telephone,
telecommunications and other facilities that are necessary for Sub-Adviser to
perform its services and other obligations under this Agreement.
(b) Expenses Not Paid by
Sub-Adviser. Sub-Adviser shall not be responsible for the
payment of any expenses of the Adviser, the Trust or the
Fund. Without limiting the foregoing, Sub-Adviser shall not be
responsible for the payment of any expenses of the Fund, including but not
limited to: the expenses of organizing, or continuing the existence
of, Adviser, the Fund or the Trust; fees and expenses of trustees/directors and
officers of Adviser, the Fund or the Trust; fees for administrative personnel
and services; expenses incurred in the distribution of shares of the Fund or the
Trust (“Shares”), including
expenses of administrative support services; fees and expenses of preparing,
printing and filing any Required Filings, other Governing Documents, or any
amendment or supplement thereto, or any sales literature, statement,
communication or other document under the Securities Act of 1933, as amended
(the “1933
Act”), the 1940 Act or otherwise; expenses of registering and qualifying
Adviser, the Fund, the Trust, or Shares of the Fund or the Trust under federal
and state laws, rules or regulations; expenses of preparing, printing, and
distributing any other Required Filings, other Governing Documents or any sales
literature, statement, communication or other document to shareholders; interest
expense, taxes, fees, and commissions of every kind; expenses of issue
(including any cost of Share certificates), purchase, repurchase, and redemption
of Shares; charges and expenses of custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents, registrars and other service
providers to Adviser, the Fund or the Trust; printing and mailing costs,
auditing, accounting, and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of
trustees/directors and shareholders and proxy solicitations therefor; insurance
expenses; association membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in administering the Trust and the
Fund. The Sub-Adviser also shall not be responsible for the payment
of any commission, xxxx-ups, transfer fees, registration fees, ticket charges,
transfer taxes, custodian fees and similar expenses; any extraordinary expenses
as may arise, including expenses incurred in connection with litigation,
proceedings, and claims; or legal obligations of the Fund or the Trust to
indemnify its officers and trustees/directors and agents with respect
thereto. Adviser will cause any such expenses advanced to the Fund to
be promptly reimbursed to Sub-Adviser.
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SECTION
7.
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Representations,
Warranties and Additional
Covenants.
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(a) Sub-Adviser’s Representations,
Warranties and Additional Covenants. Sub-Adviser represents,
warrants and covenants to Adviser that, as of the date hereof:
(i) Sub-Adviser
is a business entity of the type indicated in the first paragraph of this
Agreement, and is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of incorporation/organization;
(ii) Sub-Adviser
has the right, power and authority under its governing documents (i.e., declaration of trust,
articles of incorporation, partnership agreement or similar governing document,
and bylaws) to execute and deliver, and perform its obligations under, this
Agreement;
(iii) This
Agreement constitutes the legal, valid, and binding obligation of Sub-Adviser,
enforceable against Sub-Adviser in accordance with its terms, except to the
extent such enforceability is limited by applicable bankruptcy, fraudulent
conveyance and similar laws affecting creditor or counterparty rights generally,
general principles of equity or public policy;
(iv) Neither
the execution and delivery of this Agreement by Sub-Adviser nor the performance
of any of Sub-Adviser’s obligations hereunder will give any person or entity the
right to prevent, delay, or otherwise interfere with the performance of such
obligations pursuant to: (A) any provision of Sub-Adviser’s governing
documents (i.e.,
declaration of trust, articles of incorporation, partnership agreement or
similar governing document, and bylaws); (B) any resolution adopted by the
governing body (i.e.,
board of directors or trustees or general partner) or shareholders of
Sub-Adviser; (C) any law, rule, regulation or administrative or court order to
which Sub-Adviser or its assets may be subject or bound; or (D) any material
contract to which Sub-Adviser is a party or by which Sub-Adviser or its assets
may be subject or bound;
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(v) Sub-Adviser
is not required to obtain any consent from any person or entity in connection
with the execution and delivery of this Agreement or the performance of any of
Sub-Adviser’s services or other obligations under this Agreement;
(vi) Sub-Adviser
is registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”) and is
registered or licensed as an investment adviser under the laws, rules or
regulations of all jurisdictions in which its activities require it to be so
registered or licensed, except where the failure to be so licensed would not
have a material adverse effect on its business or the performance of its
services and other obligations under this Agreement;
(vii) Sub-Adviser
is in compliance, in all material respects, with the laws, rules or regulations
applicable to Sub-Adviser when performing its obligations under this
Agreement. Without limiting the foregoing, Sub-Adviser has adopted
written policies and procedures reasonably designed to prevent violations of the
federal securities laws as required under Rule 38a-1 promulgated under the 1940
Act or Rule 206(4)-7 under the Advisers Act, as applicable. Without
limiting the foregoing, Sub-Adviser has adopted a written code of ethics as
required under Rule 17j-1 promulgated under the 1940 Act or Rule 204A-1 under
the Advisers Act, as applicable. Upon Adviser’s reasonable request,
Sub-Adviser will provide Adviser and the Board with a copy of Sub-Adviser’s
applicable compliance policies and procedures. Sub-Adviser also will
promptly provide Adviser with any material amendment to Sub-Adviser’s applicable
policies and procedures. Upon Adviser’s reasonable request or as
required under the 1940 Act, Sub-Adviser will provide Adviser and the Board with
reasonable information regarding any material violation of applicable laws,
rules or regulations, or Sub-Adviser’s compliance policies and procedures
(including Sub-Adviser’s code of ethics), by Sub-Adviser, provided that
Sub-Adviser will not be deemed in breach of this disclosure obligation to the
extent that counsel has informed Sub-Adviser that such disclosure would render
Sub-Adviser, or any affiliate of Sub-Adviser, in violation of any applicable law
or regulation, and, provided further,
that Sub-Adviser will provide such disclosure to Adviser promptly upon the
suspension of such impediment;
(viii) Sub-Adviser
will promptly provide Adviser with notice of: (A) the occurrence of
any event which reasonably likely could disqualify Sub-Adviser from serving as
an investment sub-adviser of a registered investment company under Section 9(a)
of the 1940 Act or otherwise; (B) any event that would constitute a change in
control (as interpreted under the 0000 Xxx) of Sub-Adviser; (C) any pending or
overtly threatened audit, investigation, complaint, examination or other
regulatory inquiry relating to the Fund conducted by any state or federal
governmental regulatory authority; and (D) any material change in the key
portfolio management personnel responsible for the day-to-day management of the
Subadvised Assets of the Fund; provided that
Sub-Adviser will not be deemed in breach of this disclosure obligation to the
extent that counsel has informed Sub-Adviser that such disclosure would render
Sub-Adviser, or any affiliate of Sub-Adviser, in violation of any applicable law
or regulation, and, provided further,
that Sub-Adviser will provide such disclosure to Adviser promptly upon the
suspension of such impediment; and
(ix) Upon
Adviser’s reasonable request, Sub-Adviser will promptly supply Adviser with
certificates of insurance setting forth its fidelity bond and errors and
omissions coverages.
(b) Adviser’s Representations, Warranties
and Additional Covenants. Adviser represents, warrants and
covenants to Sub-Adviser that, as of the date hereof:
(i) Adviser
is a business entity of the type indicated in the first paragraph of this
Agreement, and is duly organized, validly existing, and in good standing under
the laws of its jurisdiction of incorporation/organization. The Fund
is a duly constituted series of the Trust, which is a business entity of the
type indicated in the first recital paragraph to this Agreement, and is duly
organized, validly existing, and in good standing under the laws of the Trust’s
jurisdiction of incorporation/organization;
-7-
(ii) Adviser
has the right, power and authority under its governing documents (i.e., declaration of trust,
articles of incorporation, partnership agreement or similar governing document,
and bylaws) and the Advisory Agreement to execute and deliver, and perform its
obligations under, this Agreement. Adviser has been duly appointed by
the Board and the shareholders of the Fund to provide investment advisory
services to the Fund as contemplated by the Advisory Agreement;
(iii) This
Agreement and the Advisory Agreement each constitutes the legal, valid, and
binding obligation of Adviser, enforceable against Adviser in accordance with
their respective terms, except to the extent such enforceability is limited by
applicable bankruptcy, fraudulent conveyance and similar laws affecting creditor
or counterparty rights generally, general principles of equity or public
policy;
(iv) Neither
the execution and delivery of this Agreement or the Advisory Agreement by
Adviser nor the performance of any of Adviser’s services or other obligations
under this Agreement or the Advisory Agreement will give any person or entity
the right to prevent, delay, or otherwise interfere with the performance of such
services or other obligations pursuant to: (A) any provision of
Adviser’s governing documents (i.e., declaration of trust,
articles of incorporation, partnership agreement or similar governing document,
and bylaws) or the Governing Documents of the Fund and the Trust; (B) any
resolution adopted by the governing body (i.e., board of directors or
trustees or general partner) or shareholders of Adviser or the Board or
shareholders of the Fund or the Trust; (C) any law, rule, regulation or
administrative or court order to which Adviser or its assets, or the Fund or the
Trust, or the assets of the Fund or the Trust, may be subject or bound; or (D)
any material contract to which Adviser, the Fund or the Trust is a party or by
which Adviser or its assets, or the Fund or the Trust, or the assets of the Fund
or the Trust, may be subject or bound;
(v) Except
for the approval(s) of the Board and, as necessary, of the Fund’s shareholders
as required by Section 15 of the 1940 Act, Adviser is not required to obtain any
consent from any person or entity in connection with the execution and delivery
of the Advisory Agreement or this Agreement, the performance of any of Adviser’s
services or other obligations under the Advisory Agreement or this Agreement or
the appointment of Adviser as investment adviser to the Fund as contemplated in
the Advisory Agreement or of Sub-Adviser as sub-adviser to the Fund as
contemplated in this Agreement;
(vi) Adviser
is registered with the SEC as an investment adviser under the Advisers Act and
is registered or licensed as an investment adviser under the laws, rules or
regulations of all jurisdictions in which its activities require it to be so
registered or licensed, except where the failure to be so licensed would not
have a material adverse effect on its business or the performance of its
services and other obligations under the Advisory Agreement and this
Agreement. The Trust is a registered investment company under the
1940 Act, and the Shares of the Fund and the Trust are duly registered under the
1933 Act and under the laws, rules or regulations of all jurisdictions in which
such Shares are offered that require such registration;
(vii) Each
of Adviser, the Fund and the Trust is in compliance, in all material respects,
with the laws, rules or regulations applicable to Adviser, the Fund or the
Trust. Without limiting the foregoing, each of Adviser and the Board
(with respect to the Fund and the Trust) has adopted written policies and
procedures reasonably designed to prevent violations of the federal securities
laws as required under Rule 38a-1 promulgated under the 1940 Act or Rule
206(4)-7 under the Advisers Act, as applicable. Without limiting the
foregoing, each of Adviser and the Board (with respect to the Fund and the
Trust) has adopted a written code of ethics as required under Rule 17j-1
promulgated under the 1940 Act or Rule 204A-1 under the Advisers Act, as
applicable;
(viii) Adviser
has received and reviewed a copy of Sub-Adviser’s Form ADV, Part II, copies or
summaries of Sub-Adviser’s policies and procedures applicable to Sub-Adviser’s
performance of its obligations and services under this Agreement, and any other
information regarding Sub-Adviser or its services that Adviser or the Board has
determined necessary or appropriate in connection with appointing Sub-Adviser as
a sub-adviser for the Fund as contemplated in this Agreement. The
Board has adopted such policies and procedures of Sub-Adviser as policies and
procedures of the Trust and the Fund. Adviser has provided to
Sub-Adviser all information and documents required under Section 3 of this
Agreement;
-8-
(ix) Adviser
has instructed (or caused the Trust or the Fund to instruct) the custodian(s) to
the Fund to: (A) accept and carry out instructions as may be directed
from the authorized persons of Sub-Adviser provided in writing by Sub-Adviser to
such custodian(s) from time to time (which instructions may be orally given if
confirmed in writing or given on a recorded line); and (B) provide Sub-Adviser
with all operational information necessary for Sub-Adviser to trade on behalf of
the Fund; and
(x) Adviser
will promptly provide Sub-Adviser with notice of: (A) the occurrence
of any event which reasonably likely could disqualify Adviser from serving as an
investment adviser of a registered investment company under Section 9(a) of the
1940 Act or otherwise; (B) an event that would constitute a change in control
(as interpreted under the 0000 Xxx) of Adviser; and (C) of any pending or
overtly threatened audit, investigation, complaint, examination or other
regulatory inquiry (other than routine or sweep regulatory examinations or
inspections) relating to the Fund conducted by any state or federal governmental
regulatory authority, provided that Adviser
will not be deemed in breach of this disclosure obligation to the extent that
counsel has informed Adviser that such disclosure would render Adviser, or any
affiliate of Adviser, in violation of any applicable law or regulation, and,
provided
further, that Adviser will provide such disclosure to Sub-Adviser
promptly upon the suspension of such impediment.
(c) Notice of Material Change.
Adviser and Sub-Adviser mutually agree to provide the other with prompt written
notice if any of their respective representations, warranties or covenants as
set forth in Section 7(a) or 7(b), as the case may be, shall be breached, or
become inaccurate, in any material respect, provided that neither
Adviser nor Sub-Adviser, as the case may be, will be deemed in breach of this
disclosure obligation to the extent that counsel has informed Adviser or
Sub-Adviser, as the case may be, that such disclosure would render the reporting
party, or any affiliate of the reporting party, in violation of any applicable
law or regulation, and, provided further,
that Adviser or Sub-Adviser, as the case may be, will provide such disclosure to
Sub-Adviser or Adviser, as the case may be, promptly upon the suspension of such
impediment.
|
SECTION
8.
|
Confidentiality.
|
(a) Each
party to this Agreement agrees that it shall (and, in the case of Adviser, that
Adviser shall cause the Board, the Fund and the Trust to) treat as confidential,
and not disclose to any third party, any information (including Sub-Adviser’s
investment advice) provided to it (the “Receiving Party”) by
the other party (the “Disclosing Party”)
that is marked “Confidential” or that reasonably should be known to be
confidential, including the investment activities or holdings of the Fund
(collectively, “Confidential
Information”). All Confidential Information that a Disclosing
Party provides to the Receiving Party shall not be used by the Receiving Party
(and, in cases where Adviser is the Receiving Party, by the Board, the Fund or
the Trust) for any purpose not permitted under this Agreement. The
foregoing (a) shall not be applicable to any information that is publicly
available when provided by the Disclosing Party or which thereafter becomes
publicly available other than in contravention of this Agreement or any
confidentiality obligation known to the Receiving Party, (b) shall not prevent
disclosure or use of any Confidential Information to the extent necessary to
render the services or perform the obligations pursuant to this Agreement, or
otherwise to operate the Trust and the Fund, provided, that any
disclosure to a third party is made subject to confidentiality obligations
substantially similar, in all material respects, to the confidentiality
obligations imposed under this Section 8, and (c) shall not prevent disclosures
expressly permitted or required under applicable law, rule or regulation
(including in response to regulatory requests).
-9-
|
SECTION
9.
|
Limitations
of Liability; Indemnification.
|
(a) General Limitation of
Liability. In the absence of
willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser,
or its trustees, officers, employees or agents, or of reckless disregard by
Sub-Adviser, or its trustees, officers, employees or agents, of Sub-Adviser’s
obligations and duties under this Agreement, Sub-Adviser shall not be liable to
Adviser, the Fund, the Trust, any shareholder of the Fund, or any other person
or entity for any mistake of law, investment decision or other action or
omission on the part of Sub-Adviser, or its trustees, officers, employees or
agents. Without limiting the foregoing, Sub-Adviser shall not have
any liability whatsoever for any investment losses incurred by the Fund, or
arising from transactions by the Fund, prior to the date on which Sub-Adviser
assumes responsibility for the management of the Subadvised Assets of the
Fund.
(b) Indemnification. Subject
to the terms and conditions of this Agreement, each party (the “Indemnifying Party”)
agrees to indemnify, defend and hold harmless the other party, its shareholders,
controlling persons, trustees/directors, officers, employees and agents
(collectively, the “Indemnified
Parties”), from and against any loss, claim, penalty, fine, expense
(including reasonable attorney’s fees) or other liability suffered, paid or
incurred by any of the Indemnified Parties arising out of, resulting from or
relating to (i) any breach of the Indemnifying Party’s covenants under this
Agreement, (ii) any inaccuracy in, or breach of, any of the Indemnifying Party’s
representations and warranties contained in this Agreement, (iii) any violation
of applicable law by the Indemnifying Party, its shareholders, controlling
persons, trustees/directors, officers, employees or agents (or, in the case of
Adviser, the Fund or its service providers, other than Sub-Adviser), or (iv) the
willful misfeasance, bad faith, gross negligence or willful disregard of the
Indemnifying Party’s obligations under this Agreement on the part of the
Indemnifying Party, its controlling persons, trustees/directors, officers
or employees (or, in the case of Adviser, the Fund or its service
providers, other than Sub-Adviser). Nothing herein shall be deemed to
protect any Indemnified Party against any liability to which such Indemnified
Party would otherwise be subject by reason of its, or its trustees’/directors’,
officers’, employees’ or agents’, willful misfeasance, bad faith or gross
negligence, or reckless disregard of Indemnified Party’s obligations and duties
under this Agreement. Additionally, the respective indemnification
obligations hereunder shall not apply in the event that the conduct that would
otherwise form the basis for a claim hereunder resulted from reasonable reliance
by the party from whom indemnification is sought on (i) materially inaccurate or
misleading information provided to such party, in writing, by the party seeking
indemnification hereunder (or any affiliate of such party) or (ii) unauthorized
or improper actions in breach of this Agreement taken by the party seeking
indemnification hereunder (or any affiliate of such party).
(c) Portfolio Security
Matter. To the extent that Adviser authorizes Sub-Adviser, in
writing, to respond to, prosecute or otherwise handle any claim, bankruptcy
proceeding or other litigation relating to a portfolio security bought, held or
sold for the Fund’s portfolio (each a “Portfolio Security
Matter”), Adviser further agrees to indemnify Sub-Adviser for a pro rata
portion of any attorney fees, court costs, or other fees or expenses suffered,
paid or incurred by Sub-Adviser in connection with responding to, prosecuting or
otherwise handling any Portfolio Security Matter.
(d) Remedies Limited to Sub-Adviser and
Its Assets. Adviser, on behalf of itself, the Fund and the
Trust, is hereby expressly put on notice of any limitation of liability as set
forth in the governing documents (i.e., articles of
incorporation, declaration of trust, partnership agreement, or similar governing
document, or bylaws) of Sub-Adviser and agrees that the obligations assumed by
Sub-Adviser pursuant to this Agreement will be limited in any case to
Sub-Adviser and its assets and Adviser, the Trust, and the Fund shall not seek
satisfaction of any such obligation from the shareholders of Sub-Adviser, the
directors/trustees of Sub-Adviser, Sub-Adviser’s officers, employees, agents,
contractors or other representatives, or any of them.
(e) Exclusion. Nothing
in this Agreement is intended, or shall be construed, as relieving Adviser or
Sub-Adviser from any liability or obligation under any provision of the 1940
Act, the Advisers Act or other applicable state or federal law that may not be
modified or waived.
-10-
|
SECTION
10.
|
Term
and Termination.
|
(a) This
Agreement shall become effective as of the date first written above (“Effective Date”) and
shall continue in effect thereafter for a period of two years from the Effective
Date, unless sooner terminated. This Agreement will continue thereafter for
successive periods of one year, subject to the provisions for termination and
all of the other terms and conditions hereof, if such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this
Agreement may be terminated by Sub-Adviser or by Adviser, without payment of any
penalty, upon at least sixty (60) days’ prior written notice, which notice may
be waived by the party entitled thereto. This Agreement may also be
terminated at any time by written notice to Adviser and Sub-Adviser (A) by the
Board or (B) by vote of a majority of the outstanding voting securities (as
defined in the 0000 Xxx) of the Fund. Any notice of termination shall
be provided to Adviser, Sub-Adviser and the Trust.
(b) This
Agreement will terminate automatically, without payment of any penalty, in the
event of its assignment (as defined in the 0000 Xxx) or upon the termination of
the Advisory Agreement. In the event of termination of this Agreement
for any reason, Sub-Adviser shall, promptly upon receiving notice of termination
or a receipt acknowledging delivery of a notice of termination to Adviser, or
such later date as may be specified in such notice, cease all activity on behalf
of the Fund and with respect to the Subadvised Assets, except as expressly
directed by Adviser, and except for the settlement of securities transactions
already entered into for the account of the Fund with respect to the Subadvised
Assets. Termination of this Agreement shall not relieve Adviser or
Sub-Adviser of any liability incurred hereunder. The provisions of
Sections 9 (Limitation of Liability; Indemnification), 10 (Term and Termination)
and 12(j) (Governing Law) of this Agreement shall survive termination for the
applicable statute of limitations period. The provisions of Sections
5 (Compensation) and 6 (Expenses) shall survive termination only until the
payment obligations under Section 5, and the reimbursement obligations under
Section 6, respectively, are satisfied in full.
|
SECTION
11.
|
Use
of Names.
|
(a) By
Sub-Adviser. Nothing in this Agreement is intended, or shall
be construed, as preventing Sub-Adviser or its affiliates from using Adviser’s,
the Trust’s or the Fund’s name in any response to a request for
information/proposal, and Sub-Adviser and its affiliates are expressly
authorized to include the name of Adviser, the Trust or the Fund on a
representative client list.
(b) By Adviser, the Trust and the
Fund. Sub-Adviser hereby grants Adviser, the Trust and the
Fund, for the term of this Agreement, a royalty free, nonexclusive,
nontransferable right to use the name “Federated” (hereinafter referred to as a
“Xxxx”) in the
United States as part of the name of the series of the Trust identified on Schedule 1 and in any
Required Filings, or any sales literature, statement, communication or other
document relating to the Trust or the Fund, provided the use of such Xxxx is
approved by Sub-Adviser in advance in writing. Such right does not
include the right to allow third parties to use the Xxxx. Neither
Adviser, the Trust nor the Fund shall retain any right to use of the Xxxx after
the termination of this Agreement. Upon termination of this
Agreement, Adviser will (and will cause the Trust and the Fund to) immediately
terminate all use of the Xxxx and destroy any remaining unused sales literature,
statements, communications or other documents, whether written, printed or
electronic, that contains the Xxxx. Adviser agrees to use its best
efforts to ensure that the nature and quality of the services rendered in
connection with the Xxxx shall conform to the terms of this
Agreement. Adviser further agrees (and to cause the Trust and the
Fund) to comply with any reasonable requirements for the use of the Xxxx
provided from time to time by Sub-Adviser to Adviser or the Trust in
writing.
(c) Required
Use. Nothing in this Agreement is intended, nor shall be
construed, as preventing either Sub-Adviser (or its affiliated person) or
Adviser, the Trust or the Fund from using the names of Sub-Adviser, Adviser, the
Trust or the Fund in responses to regulatory examinations, inspections or
inquiries, or subpoenas or other compulsory legal process.
-11-
|
SECTION
12.
|
General
Provisions.
|
(a) Notices. All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (i) delivered
by hand, (ii) sent by facsimile or electronic mail (with written
confirmation of receipt), provided that a copy is promptly mailed by registered
mail, return receipt requested, or (iii) when received by the addressee, if
sent by a nationally recognized overnight delivery service, in each case to the
appropriate addresses and facsimile numbers set forth below (or to such other
addresses and facsimile numbers as a party may designate by written notice to
the other party):
Sub-Adviser: Federated
Investment Management Company Trust
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx
Facsimile No.: (000)
000-0000
Adviser: Rochdale
Investment Management LLC
000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Rochdale
Compliance
Facsimile No.: (000)
000-0000
(b) Further Actions. The parties agree
(i) to furnish upon request to each other such further information,
(ii) to execute and deliver to each other such other documents, and
(iii) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.
(c) Conflicts of
Interest. It is understood that (i) directors/trustees,
officers, agents and shareholders of the Trust are or may be interested in
Sub-Adviser or its affiliated persons as directors/trustees, officers,
stockholders or otherwise, (ii) directors/trustees, officers, agents and
shareholders of Sub-Adviser or its affiliated persons are or may be interest in
the Trust or the Fund as directors/trustees, officers, shareholders or
otherwise, (iii) Sub-Adviser may be interested in the Trust or the Fund, and
(iv) the existence of any such dual interests shall not affect the validity of
this Agreement or of any transactions or performance under this Agreement except
as specifically provided in (A) the Trust’s declaration of trust, articles of
incorporation, or similar governing document, or bylaws, (B) Sub-Adviser’s
declaration of trust, articles of incorporation, partnership agreement or
similar governing document, or bylaws, or (C) provisions of applicable laws,
rules or regulations.
(d) Non-Exclusivity; Nature of
Relationship. The investment subadvisory services provided by
Sub-Adviser under this Agreement are not to be deemed to be exclusive, and
Sub-Adviser shall be free to render similar services to other advisers,
investment companies, and other types of clients. Adviser, the Trust,
the Fund and Sub-Adviser are not partners or joint venturers with each other and
nothing in this Agreement shall be construed so as to make them partners or
joint venturers or impose any liability as such on any of
them. Except as otherwise specifically provided in this Agreement (or
in a limited power of attorney referenced in this Agreement), Sub-Adviser shall
perform its services and other obligations under this Agreement as an
independent contractor and not as an agent of Adviser, the Trust, or the
Fund.
(e) Waiver. The rights
and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, rule or regulation, (i) no claim or right arising
out of this Agreement or the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (ii) no waiver
that may be given by a party will be applicable except in the specific instance
for which it is given; and (iii) no notice to or demand on one party will be
deemed to be a waiver of any obligation of such party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.
-12-
(f) Entire Agreement; No
Modification. This Agreement supersedes all prior discussions,
negotiations, understandings and agreements between the parties with respect to
its subject matter and constitutes a complete and exclusive statement of the
terms of the agreement between the parties with respect to its subject matter.
This Agreement may not be amended, supplemented, modified or restated, except by
a written agreement executed by both parties to this Agreement and in accordance
with the 1940 Act and the rules and regulations thereunder.
(g) Assignments; Successors; No
Third-Party Rights; Service Providers. Neither party may
assign any of its rights under this Agreement without the prior consent of the
other party. Subject to the preceding sentence, and Section 10 above,
this Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the permitted successors and permitted assigns of the parties. Except
as expressly provided in this Agreement, nothing expressed or referred to in
this Agreement will be construed to give any person or entity other than the
parties to this Agreement any legal or equitable right, remedy, or claim under
or with respect to this Agreement or any provision of this
Agreement. Except as expressly provided in this Agreement, this
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their permitted
successors and permitted assigns.
Notwithstanding
anything contained in this Agreement to the contrary, Sub-Adviser may enter into
arrangements with its affiliates and other third party contractors in connection
with the performance of Sub-Adviser’s services and other obligations under this
Agreement, including for the provision of certain personnel, services and
facilities to Sub-Adviser, provided that such
arrangements comply with the 1940 Act (including, if applicable the requirements
of Section 15 of the 1940 Act). Sub-Adviser agrees, subject to the
terms and conditions of this Agreement, that Sub-Adviser will remain responsible
for any actions or omissions of such affiliates or other third-party contractors
to the same extent as if Sub-Adviser had taken such action or made such omission
under this Agreement.
(h) Severability. If
any provision of this Agreement is held invalid or unenforceable by any
regulator or court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or
unenforceable.
(i) Construction. Unless
otherwise expressly provided: (i) the words “include,” “includes” and
“including” do not limit the preceding words or terms, and shall be construed to
be followed by “without limitation”; (ii) the word “or” in this Agreement is
disjunctive but not necessarily exclusive (and should be construed, accordingly,
as “and/or”); and (iii) any reference to “days” shall mean calendar
days. This Agreement will be construed as if drafted jointly by the
parties, and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any provision in this
Agreement. The following terms have the meanings given to such terms
under the 1940 Act, and the rules and regulations promulgated
thereunder: “interested persons”;
“affiliated
person”; “assign” or “assignment”, and
“federal securities
laws”.
(j) Governing Law. This
Agreement, and all statements, certifications and other actions given, made or
taken in connection with this Agreement, shall be governed by, and interpreted
and construed in accordance with, (i) the laws of the Commonwealth of
Pennsylvania without regard to conflicts of laws principles that would require
the application of the law of another jurisdiction, and (ii) applicable federal
law, including the 1940 Act. To the extent that the laws of the
Commonwealth of Pennsylvania, or any of the provisions of this Agreement,
irreconcilably conflict with applicable provisions of the 1940 Act, the 1940 Act
shall control.
-13-
(k) Counterparts. This
Agreement may be executed (including by facsimile, Adobe portable document
format, electronic mail, or otherwise) in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same
agreement.
{Signature
Page Follows}
-14-
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on
their behalf by their duly authorized representatives as of the date first above
written.
|
SUB-ADVISER:
|
ADVISER:
|
||
|
FEDERATED
INVESTMENT MANAGEMENT
COMPANY
|
ROCHDALE
INVESTMENT
MANAGEMENT
LLC
|
||
|
By:
/s/Xxxx X. Xxxxxx
|
By:
/s/Xxxx Xxxxxxxxxxx
|
||
|
Name:
Xxxx
|
Name:
Xxxx Xxxxxxxxxxx
|
||
|
Title:
President & CEO of Federated Advisory
Co.
|
Title:
Sr. EVP
|
||
SCHEDULE
1
SUB-ADVISER
FEES
Annual
Rate: 40 basis points (0.40%) on all Subadvised Assets
under management
