International Stock Fund
(a series of Ultra Series Fund)
INVESTMENT SUB-ADVISORY AGREEMENT
THIS INVESTMENT SUB-ADVISORY AGREEMENT (
Agreement ), effective as of this 31st day of December, 2013, by and
between MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited
liability company (the Adviser ), and NORTHROAD CAPITAL
MANAGEMENT LLC, a New York limited liability company (the Sub-
Adviser ).
Adviser and Sub-Adviser agree as follows:
1. Appointment of Sub-Adviser. Adviser hereby engages the
services of Sub-Adviser in connection with Adviser s management of the
International Stock Fund (the Portfolio ), a series of the Ultra Series Fund
(the Trust ). Pursuant to this Agreement and subject to the oversight and
supervision by Adviser and the officers and the Board of Trustees (the
Trustees ) of the Trust, Sub-Adviser shall manage the investment and
reinvestment of the assets of the Portfolio as requested by Adviser. Sub-
Adviser hereby accepts employment by Adviser in the foregoing capacity
and agrees, at its own expense, to render the services set forth herein and to
provide the office space, furnishings, equipment and personnel required by
it to perform such services on the terms and for the compensation provided
in this Agreement.
2. Sub-Adviser s Duties.
A. Sub-Adviser shall furnish continuously an investment program for
the Portfolio and shall determine from time to time in its discretion
the securities and other investments to be purchased or sold or
exchanged and what portions of the Portfolio shall be held in
various securities, cash or other investments. In this connection,
Sub-Adviser shall provide Adviser and the officers and Trustees of
the Trust with such reports and documentation as the latter shall
reasonably request regarding Sub-Adviser s management of the
Portfolio s assets.
B. Sub-Adviser shall carry out its responsibilities under this
Agreement in compliance with: (i) the Portfolio s investment
objective, policies and restrictions as set forth in the Trust s current
registration statement, (ii) such policies or directives as the Trust s
Trustees may from time to time establish or issue, and (iii)
applicable law and related regulations. Adviser shall promptly
notify Sub-Adviser of changes to (i) or (ii) above and shall notify
Sub-Adviser of changes to (iii) above promptly after it becomes
aware of such changes.
C. Sub-Adviser and Adviser acknowledge that Sub-Adviser is not the
compliance agent for the Trust or for Adviser, and does not have
access to all of the Trust s or the Portfolio s books and records
necessary to perform certain compliance testing. To the extent that
Sub-Adviser has agreed to perform the services specified in this
Agreement in accordance with the Trust s registration statement, the
Trust s Declaration of Trust, the Portfolio s prospectus and any
policies adopted by the Trustees applicable to the Portfolio, and in
accordance with applicable law, Sub-Adviser shall perform such
services based upon its books and records with respect to the
Portfolio, which comprise a portion the Portfolio s books and
records, and upon information and written instructions received
from the Trust or Adviser, and shall not be held responsible under
this Agreement so long as it performs such services in accordance
with this Agreement, the policies of the Trustees and applicable law
based upon such books and records and such information and
instructions provided by the Trust or Adviser. Adviser shall
promptly provide Sub-Adviser with copies of the Trust s
registration statement, the Trust s Declaration of Trust, the Portfolio
s currently effective prospectus and any written policies or
procedures adopted by the Trustees applicable to the Portfolio and
any amendments or revisions thereto.
3. Brokerage Discretion. Sub-Adviser shall have full and complete
discretion to establish brokerage accounts with one or more brokers,
dealers or other financial intermediaries as Sub-Adviser may select,
including those which from time to time may furnish to Sub-Adviser or its
affiliates statistical and investment research information and other services.
Sub-Adviser will place orders with or through such brokers, dealers or
other financial intermediaries in accordance with Sub-Adviser s brokerage
policies and the policy with respect to brokerage set forth in the Trust s
registration statement or as the Trustees or Adviser may direct from time to
time, in conformity with federal securities laws. On occasions when Sub-
Adviser deems the purchase or sale of a security to be in the best interest of
the Portfolio as well as other clients of Sub-Adviser, Sub-Adviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be purchased or sold to
attempt to obtain a more favorable price or lower brokerage commissions
and efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transactions, will
be made by Sub-Adviser in the manner Sub-Adviser considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to its other clients.
4. Proxy Voting. Unless Adviser gives Sub-Adviser written
instructions to the contrary, Sub-Adviser shall use its good faith judgment
in a manner which it reasonably believes best serves the interests of the
Portfolio s shareholders to vote or abstain from voting all proxies solicited
by or with respect to the issuers of securities in which assets of the
Portfolio may be invested. Sub-Adviser shall not file class action claims or
derivative shareholder claims on behalf of the Portfolio. However, should
Sub-Adviser become aware of such claims, Sub-Adviser shall promptly
provide all relevant information to the Portfolio s custodian.
5. Services Not Exclusive. Sub-Adviser s services under this
Agreement are not exclusive. Sub-Adviser may provide the same or similar
services to other clients. 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 represent
Adviser, the Trust or the Portfolio or otherwise be deemed an agent of
Adviser, the Trust or the Portfolio.
6. Compensation. For the services rendered, the facilities furnished
and the expenses assumed by Sub-Adviser, Adviser shall pay Sub-Adviser
at the end of each month, a fee based on the average daily net assets of the
Portfolio at the annual rate of 0.80%. Sub-Adviser s fee shall be accrued
daily at 1/365th of the applicable annual rate set forth above (1/366th in leap
years). For the purposes of accruing compensation, the net assets of the
Portfolio shall be determined in the manner and on the dates set forth in the
current prospectus of the Trust, and, on days on which the net assets are not
so determined, the net asset value computation to be used shall be as
determined on the next day on which the net assets shall have been
determined. In the event of termination of this Agreement, all
compensation due through the date of termination will be calculated on a
pro-rated basis through the date of termination and paid within 30 business
days of the date of termination. During any period when the determination
of net asset value is suspended, the net asset value of the Portfolio as the
last business day prior to such suspension shall for this purpose be deemed
to be the net asset value at the close of each succeeding business day until it
is again determined.
7. Books and Records.
A. Sub-Adviser shall maintain all books and records with respect to
the Portfolio s transactions required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under
the Investment Company Act of 1940, as amended (the 1940
Act ), and shall render to Adviser such periodic and special
reports as Adviser may reasonably request.
B. Sub-Adviser agrees that all books and records which it
maintains for the Portfolio or the Trust pursuant to this section
are the property of the Trust and further agrees to surrender
promptly to Adviser or the Trust any such books, records or
information upon Adviser s or the Trust s request. All such
books and records shall be made available, within five business
days of a written request, to the Trust s accountants or auditors
during regular business hours at Sub-Adviser s offices. Adviser
and the Trust or either of their authorized representatives shall
have the right to copy any records in the possession of Sub-
Adviser which pertain to the Portfolio or the Trust. Such books,
records, information or reports shall be made available to
properly authorized government representatives consistent with
state and federal law and/or regulations. In the event of the
termination of this Agreement, all such books, records or other
information shall be returned to Adviser or the Trust, however,
Sub-Adviser may retain a copy of such documents.
8. Cooperation. Adviser and Sub-Adviser shall cooperate with each
other in providing information, reports and other materials to regulatory
and administrative bodies having proper jurisdiction over the Portfolio,
Adviser and Sub-Adviser in connection with the services provided pursuant
to this Agreement; provided, however, that this agreement to cooperate
does not apply to the provision of information, reports and other materials
which either Adviser or Sub-Adviser reasonably believes the regulatory or
administrative body does not have the authority to request or is the
privileged or confidential information of Adviser or Sub-Adviser.
9. Confidentiality. Each party to this Agreement agrees that it will
not disclose or use any records or information of the other party (the Non-
Disclosing Party ) obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement and that it will keep
confidential any non-public information obtained pursuant to this
Agreement and disclose such information only if Non-Disclosing Party (or
the Trust, in cases where the Non-Disclosing Party is the Adviser) has
authorized such disclosure, or if such disclosure is required by federal or
state regulatory authorities.
10. Standard of Care. In the absence of willful misfeasance, bad faith
or gross negligence on the part of Sub-Adviser or its officers, directors or
employees, or reckless disregard by Sub-Adviser of its duties under this
Agreement, Sub-Adviser shall not be liable to Adviser, the Portfolio, the
Trust or to any shareholder of the Portfolio for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security,
except to the extent specified in Section 36(b) of the 1940 Act concerning
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services.
11. Representations and Warranties.
A. Adviser represents and warrants that:
(1) Adviser is registered with the U.S. Securities and
Exchange Commission (the SEC ) under the
Investment Advisers Act of 1940, as amended (the
Advisers Act ). Adviser shall remain so registered
throughout the term of this Agreement and shall
notify Sub-Adviser immediately if Adviser ceases to
be so registered as an investment adviser;
(2) Adviser is a limited liability company duly organized
and validly existing under the laws of the State of
Wisconsin with the power to own and possess its
assets and carry on its business as it is now being
conducted;
(3) The execution, delivery and performance by Adviser
of this Agreement are within Adviser s powers and
have been duly authorized by all necessary action on
the part of its directors, and no action by or in
respect of, or filing with, any governmental body,
agency or official is required on the part of Adviser
for the execution, delivery and performance of this
Agreement by the parties hereto, and the execution,
delivery and performance of this Agreement by the
parties hereto does not contravene or constitute a
default under: (a) any provision of applicable law,
rule or regulation; (b) Adviser s Articles of
Organization or Operating Agreement; or (c) any
agreement, judgment, injunction, order, decree or
other instruments binding upon Adviser;
(4) This Agreement is a valid and binding agreement of
Adviser;
(5) Adviser s Form ADV is publicly available at
xxx.xxxxxxxxxxx.xxx.xxx. Adviser represents that it
will notify Sub-Adviser, within a reasonable time
after filing any material amendment to its Form
ADV with the SEC. The information contained in
Adviser s Form ADV is accurate and complete in all
material respects and does not omit to state any
material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading; and
(6) Adviser acknowledges that it received a copy of
Sub-Adviser s current Form ADV Part II or
disclosure brochure in lieu thereof, at least 48 hours
prior to the execution of this Agreement and has
delivered a copy of the same to the Trust.
B. Sub-Adviser represents and warrants that:
(1) Sub-Adviser is registered with the SEC under the
Advisers Act. Sub-Adviser shall remain so
registered throughout the term of this Agreement and
shall notify Adviser immediately if Sub-Adviser
ceases to be so registered as an investment adviser;
(2) Sub-Adviser is a limited liability company duly
organized and validly existing under the laws of the
State of New York with the power to own and
possess its assets and carry on its business as it is
now being conducted;
(3) The execution, delivery and performance by Sub-
Adviser of this Agreement are within Sub-Adviser s
powers and have been duly authorized by all
necessary action on the part of its directors, and no
action by or in respect of, or filing with, any
governmental body, agency or official is required on
the part of Sub-Adviser for the execution, delivery
and performance of this Agreement by the parties
hereto, and the execution, delivery and performance
of this Agreement by the parties hereto does not
contravene or constitute a default under: (a) any
provision of applicable law, rule or regulation; (b)
Sub-Adviser s Articles of Organization or Operating
Agreement; or (c) any agreement, judgment,
injunction, order, decree or other instruments
binding upon Sub-Adviser;
(4) This Agreement is a valid and binding Agreement of
Sub-Adviser;
(5) Sub-Adviser s Form ADV is publicly available at
xxx.xxxxxxxxxxx.xxx.xxx. Sub-Adviser represents
that it will notify the Adviser within a reasonable
time after filing any material amendment to its Form
ADV with the SEC. The information contained in
Sub-Adviser s Form ADV is accurate and complete
in all material respects and does not omit to state any
material fact necessary in order to make the
statements made, in light of the circumstances under
which they are made, not misleading.
12. Use of Name. Adviser will not use, and will not permit the Trust to
use, Sub-Adviser s name (or that of any affiliate) or any derivative thereof
or logo associated therewith in Trust literature without prior approval by
Sub-Adviser; provided, however, that Adviser and the Trust have Sub-
Adviser s permission to use Sub-Adviser s name as part of the name of the
Portfolio in the event Adviser and/or the Trust wish to do so.
13. Term of Agreement; Termination; Amendment.
A. This Agreement shall not become effective unless and until it is
approved by the Trustees, including a majority of Trustees who
are not parties to this Agreement or interested persons of any
such party to this Agreement. This Agreement shall come into
full force and effect on the date set forth above. This
Agreement shall continue in effect for one year and shall
thereafter continue in effect from year to year so long as such
continuance is specifically approved at least annually by (i) the
Trustees, or by the vote of a majority of the outstanding voting
securities of the Portfolio; and (ii) a majority of those Trustees
who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose
of voting on such approval.
B. This Agreement may be terminated at any time without the
payment of any penalty, by the Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio on 60 days
written notice to Adviser and Sub-Adviser, or by Adviser, or
Sub-Adviser, on 60 days written notice to the other. This
Agreement shall automatically terminate in the event of its
assignment or in the event of the termination of the investment
advisory agreement between Adviser and the Trust regarding
Adviser s management of the Portfolio.
C. This Agreement may be amended by either party only if such
amendment is specifically approved by a majority of those
Trustees who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for
the purpose of voting on such approval.
14. Defined Terms. The terms assignment, affiliated person,
interested person, and majority of the outstanding voting securities, when
used in this Agreement, shall have the respective meanings specified in the
1940 Act.
15. Governing Law. This Agreement shall be construed in accordance
with laws of the State of Wisconsin, and applicable provisions of the 1940
Act and the Advisers Act.
16. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
Madison Asset Management, LLC
By:
/s/
Xxxxxx X. Xxxxx, General
Counsel
NorthRoad Capital Management
LLC
By:
/s/
Xxxxxxxxx X. Xxxxx, Executive
Director and COO of
Managing Member, Madison
Asset Management, LLC
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