SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 29th day
of May, 2015 by and between Horizon Advisers, an unincorporated division of
Whitney Bank with its principal place of business at 0000 00(xx) Xxxxxx, 0xx
Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (the "Adviser"), and Globeflex Capital LP, a
SEC-registered adviser with its principal place of business at 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (the "Sub-Adviser").
W I T N E S S E T H
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on
behalf of the series set forth on Schedule A to this Agreement (the "Fund") and
pursuant to the provisions of the Investment Advisory Agreement dated as of May
29, 2015 -between the Adviser and the Fund (the "Management Agreement"), the
Adviser has selected the Sub-Adviser to act as sub-investment adviser of the
Fund and to provide certain related services, as more fully set forth below, and
to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:
1. THE SUB-ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser
shall act as sub-investment adviser with respect to the Fund. In such capacity,
the Sub-Adviser shall, subject to the supervision of the Adviser and the Board,
regularly provide the Fund with investment research, advice and supervision and
shall furnish continuously an investment program for such Fund assets as may be
allocated by the Adviser to the Sub-Adviser, consistent with the investment
objectives and policies of the Fund. The Sub-Adviser shall determine, from time
to time, what investments shall be purchased for the Fund and what such
securities shall be held or sold by the Fund, subject always to the provisions
of the Trust's Agreement and Declaration of Trust, By-Laws and its registration
statement on Form N-1A (the "Registration Statement") under the Investment
Company Act of 1940, as amended (the "1940 Act"), and under the Securities Act
of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the
Securities and Exchange Commission (the "Commission"), and to the investment
objectives, policies and restrictions of the Fund, as each of the same shall be
from time to time in effect. To carry out such obligations, the Sub-Adviser
shall exercise full discretion and act for the Fund in the same manner and with
the same force and effect as the Fund itself might or could do with respect to
purchases, sales or other transactions, as well as with respect to all other
such things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions. Notwithstanding the foregoing, the
Sub-Adviser shall, upon written instructions from the Adviser, effect such
portfolio
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transactions for the Fund as the Adviser may from time to time direct; provided
however, that the Sub-Adviser shall not be responsible for any such portfolio
transactions effected upon written instructions from the Adviser. No reference
in this Agreement to the Sub-Adviser having full discretionary authority over
the Fund's investments shall in any way limit the right of the Adviser, in its
sole discretion, to establish or revise policies in connection with the
management of the Fund's assets or to otherwise exercise its right to control
the overall management of the Fund's assets.
(b) COMPLIANCE. The Sub-Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the respective rules
and regulations thereunder, as applicable, as well as with all other applicable
federal and state laws, rules, regulations and case law that relate to the
services and relationships described hereunder and to the conduct of its
business as a registered investment adviser. The Sub-Adviser also agrees to
comply with the objectives, policies and restrictions set forth in the
Registration Statement, as amended or supplemented, of the Fund, and with any
policies, guidelines, instructions and procedures approved by the Board or the
Adviser and provided to the Sub-Adviser. In selecting the Fund's portfolio
securities and performing the Sub-Adviser's obligations hereunder, the
Sub-Adviser shall cause the Fund to comply with the diversification and source
of income requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), for qualification as a regulated investment company. The
Sub-Adviser shall maintain compliance procedures that it reasonably believes
are adequate to ensure the compliance with the foregoing. No supervisory
activity undertaken by the Adviser shall limit the Sub-Adviser's full
responsibility for any of the foregoing.
(c) PROXY VOTING. Pursuant to Board authority, the Adviser has the
authority to determine how proxies with respect to securities that are held by
the Fund shall be voted, and the Adviser may delegate the authority and
responsibility to vote proxies for the Fund's securities to the Sub-Adviser. So
long as proxy voting authority for the Fund has been delegated to the
Sub-Adviser, the Adviser shall provide such assistance to the Sub-Adviser with
respect to the voting of proxies for the Fund as the Sub-Adviser may from time
to time reasonably request, and the Adviser shall promptly forward to the
Sub-Adviser any information or documents necessary for the Sub-Adviser to
exercise its proxy voting responsibilities. The Sub-Adviser shall carry out
such responsibility in accordance with any instructions that the Board or the
Adviser shall provide from time to time, and at all times in a manner
consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary
responsibilities to the Trust. The Sub-Adviser shall provide periodic reports
and keep such records relating to proxy voting as the Board may reasonably
request or as may be necessary for the Fund to comply with the 1940 Act and
other applicable law. Any such delegation of proxy voting responsibility to the
Sub-Adviser may be revoked or modified by the Board or the Adviser at any
time.
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The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s)
to forward promptly to the Sub-Adviser or designated service provider copies of
all proxies and shareholder communications relating to securities held in the
portfolio of a Fund (other than materials relating to legal proceedings against
the Fund). The Sub-Adviser may also instruct the Fund's custodian and/or
broker(s) to provide reports of holdings in the portfolio of the Fund. The
Sub-Adviser has the authority to engage a service provider to assist with
administrative functions related to voting Fund proxies. The Trust shall direct
the Fund's custodian and/or broker(s) to provide any assistance requested by the
Sub-Adviser in facilitating the use of a service provider. In no event shall the
Sub-Adviser have any responsibility to vote proxies that are not received on a
timely basis. The Trust acknowledges that the Sub-Adviser, consistent with the
Sub-Adviser's written proxy voting policies and procedures, may refrain from
voting a proxy if, in the Sub-Adviser's discretion, refraining from voting would
be in the best interests of the Fund and its shareholders.
(d) RECORDKEEPING. The Sub-Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Fund,
except as otherwise provided herein or as may be necessary for the Sub-Adviser
to supply to the Adviser, the Trust or its Board the information required to be
supplied under this Agreement.
The Sub-Adviser shall maintain separate books and detailed records of
all matters pertaining to the Fund's assets advised by the Sub-Adviser required
by Rule 31a-1 under the 1940 Act (other than those records being maintained by
the Adviser, or any administrator custodian or transfer agent appointed by the
Fund) relating to its responsibilities provided hereunder with respect to the
Fund, and shall preserve such records for the periods and in a manner
prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and
Records"). The Fund Books and Records shall be available to the Adviser and
the Board at any time upon request shall be delivered to the Trust upon the
termination of this Agreement and shall be available without delay during any
day the Trust is open for business.
(e) HOLDINGS INFORMATION AND PRICING. The Sub-Adviser shall provide
regular reports regarding the Fund's holdings, and may, on its own initiative,
furnish the Adviser, the Trust and its Board from time to time with whatever
information the Sub-Adviser believes is appropriate for this purpose. The
Sub-Adviser agrees to notify the Adviser and the Board promptly if the
Sub-Adviser reasonably believes that the value of any security held by a Fund
may not reflect fair value. The Sub-Adviser agrees to provide upon request any
pricing information of which the Sub-Adviser is aware to the Adviser, Trust,
its Board and/or any Fund pricing agent to assist in the determination of the
fair value of any Fund holdings for which market quotations are not readily
available or as otherwise required in accordance with the 1940 Act or the Fund
valuation procedures for the purpose of calculating the Trust's net asset value
in accordance with procedures and methods established by the Board.
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(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The
Sub-Adviser agrees to cooperate with and provide reasonable assistance to the
Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust
pricing agents and all other agents and representatives of the Adviser and the
Trust with respect to such information regarding the Fund as such entities may
reasonably request from time to time in the performance of their obligations,
provide prompt responses to reasonable requests made by such persons and
establish appropriate interfaces with each so as to promote the efficient
exchange of information and compliance with applicable laws and regulations.
(g) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its
duties and obligations under this Agreement, the Sub-Adviser shall not consult
with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is
under common control with the Fund concerning transactions for the Fund, except
as permitted by the policies and procedures of the Fund. The Sub-Adviser shall
not provide investment advice to any assets of the Fund other than the assets
managed by the Sub-Adviser.
2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of
ethics that it reasonably believes complies with the requirements of Rule 17j-1
under the 1940 Act, which it has provided to the Adviser and the Trust. The
Sub-Adviser shall ensure that its Access Persons (as defined in the
Sub-Adviser's Code of Ethics) comply in all material respects with the
Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the
Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's
current Code of Ethics, as in effect from time to time, and (ii) a
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Sub-Adviser's
Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which
complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code
of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond
to requests for information from the Adviser and the Trust as to violations of
the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The
Sub-Adviser shall immediately notify the Adviser and the Trust of any material
violation of the Code, whether or not such violation relates to a security held
by any Fund.
3. INFORMATION AND REPORTING. The Sub-Adviser shall provide the
Adviser, the Trust, and their respective officers with such periodic reports
concerning the obligations the Sub-Adviser has assumed under this Agreement as
the Adviser and the Trust may from time to time reasonably request.
(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser
shall notify the Trust's Chief Compliance Officer and Adviser immediately upon
detection of (i) any material failure to manage the Fund in accordance with its
investment objectives and policies or any applicable law; or (ii) any material
breach of any of the Fund's or the Adviser's policies, guidelines or procedures
of which Sub-Adviser has been provided copies. In addition, the Sub-Adviser
shall provide a quarterly report regarding the Fund's compliance with its
investment objectives and policies, applicable law, including, but not
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limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the
Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser's
obligations under this Agreement. The Sub-Adviser acknowledges and agrees that
the Adviser may, in its discretion, provide such quarterly compliance
certifications to the Board. The Sub-Adviser agrees to correct any such
failure promptly and to take any action that the Board and/or the Adviser may
reasonably request in connection with any such breach. Upon request, the
Sub-Adviser shall also provide the officers of the Trust with supporting
certifications in connection with such certifications of Fund financial
statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The
Sub-Adviser will promptly notify the Trust in the event (i) the Sub-Adviser is
served or otherwise receives notice of any action, suit, proceeding, formal
inquiry or investigation, at law or in equity, before or by any court, public
board, or public body, involving (A) the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by reason of
the Fund's ownership of shares in the defendant) or (B) the compliance by the
Sub-Adviser of federal or state securities laws; (ii) there is a change in the
portfolio manager assigned to the Fund or any change in key employees of the
Sub-Adviser; or (iii) an actual change in control of the Sub-Adviser resulting
in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
(b) INSPECTION. Upon reasonable request, the Sub-Adviser agrees to
make its records and premises (including the availability of the Sub-Adviser's
employees for interviews) to the extent that they relate to the conduct of
services provided to the Fund or the Sub-Adviser's conduct of its business as
an investment adviser reasonably available for financial and compliance audits
by the Adviser or the Trust's officers, employees, accountants or counsel; in
this regard, the Trust and the Adviser acknowledge that the Sub-Adviser shall
have no obligation to make available proprietary information unrelated to the
services provided to the Fund or any information related to other clients of
the Sub-Adviser, except to the extent necessary for the Adviser to confirm
compliance with procedures and agreements relating to conflicts of interest and
compliance with any laws, rules or regulations in the management of the Fund.
Access by the Adviser and the Trust's officers, employees, accountants or
counsel to information pursuant to this agreement will be subject to the
confidentiality provisions of this agreement and to agreement by all such
officers, employees, accountants or counsel to abide by such confidentiality
provisions.
(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide
the Adviser and Trust with any information reasonably requested regarding its
management of the Fund required for any meeting of the Board, or for any
shareholder report, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, amended
registration statement, proxy statement, or prospectus supplement to be filed
by the Trust with the Commission. The Sub-Adviser will make its officers and
employees available to meet with the Board from time to time on reasonable
notice to review its investment management services to the Fund in light of
current and prospective economic and market conditions and shall
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furnish to the Board such information as may reasonably be necessary in order
for the Board to evaluate this Agreement or any proposed amendments thereto.
(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the
Adviser and the Trust such information concerning portfolio transactions as may
be necessary to enable the Adviser, Trust or their designated agents to perform
such compliance testing on the Fund and the Sub-Adviser's services as the
Adviser and the Trust may, in their sole discretion, determine to be
appropriate. The provision of such information by the Sub-Adviser to the
Adviser, Trust or their designated agents in no way relieves the Sub-Adviser of
its own responsibilities under this Agreement.
4. BROKERAGE.
(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
securities for the account of a Fund, neither the Sub-Adviser nor any of its
directors, officers or employees will act as a principal or agent or receive any
commission except as permitted by the 1940 Act.
(b) PLACEMENT OF ORDERS. The Sub-Adviser shall arrange for the
placing of all orders for the purchase and sale of securities for a Fund's
account with brokers or dealers selected by the Sub-Adviser. In the selection
of such brokers or dealers and the placing of such orders, the Sub-Adviser is
directed at all times to seek for a Fund the most favorable execution and net
price available under the circumstances. It is also understood that it is
desirable for the Fund that the Sub-Adviser have access to brokerage and
research services provided by brokers who may execute brokerage transactions at
a higher cost to the Fund than may result when allocating brokerage to other
brokers, consistent with section 28(e) of the 1934 Act and any Commission staff
interpretations thereof. Therefore, the Sub-Adviser is authorized to place
orders for the purchase and sale of securities for the Fund with such brokers,
subject to review by the Adviser and the Board from time to time with respect
to the extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Sub-Adviser in
connection with its or its affiliates' services to other clients.
(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems
the purchase or sale of a security to be in the best interest of a Fund as well
as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent
permitted by applicable law and regulations, aggregate the order for securities
to be sold or purchased. In such event, the Sub-Adviser will allocate
securities or futures contracts so purchased or sold, as well as the expenses
incurred in the transaction, in the manner the Sub-Adviser reasonably considers
to be equitable and consistent with its fiduciary obligations to a Fund and to
such other clients under the circumstances.
5. CUSTODY. Nothing in this Agreement shall permit the Sub-Adviser to
take or receive physical possession of cash, securities or other investments of
a Fund.
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6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its
own costs of providing services hereunder. Other than as herein specifically
indicated, the Sub-Adviser shall not be responsible for a Fund's or the
Adviser's expenses, including brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment
instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) PROPERLY REGISTERED. The Sub-Adviser is registered as an
investment adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Sub-Adviser is not prohibited by the Advisers
Act or the 1940 Act from performing the services contemplated by this Agreement,
and to the best knowledge of the Sub-Adviser, there is no proceeding or
investigation that is reasonably likely to result in the Sub-Adviser being
prohibited from performing the services contemplated by this Agreement. The
Sub-Adviser agrees to promptly notify the Trust of the occurrence of any event
that would disqualify the Sub-Adviser from serving as an investment adviser to
an investment company. The Sub-Adviser is in compliance in all material respects
with all applicable federal and state law in connection with its investment
management operations.
(b) ADV DISCLOSURE. The Sub-Adviser has provided the Trust with a
copy of Part 1 of its Form ADV as most recently filed with the Commission and
its Part 2 as most recently updated and will, promptly after filing any
amendment to its Form ADV with the Commission or updating its Part 2, furnish a
copy of such amendments or updates to the Trust. The information contained in
the 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 were made, not
misleading.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser represents and warrants
that the Registration Statement and the summary prospectus, prospectus,
statement of additional information, periodic reports to shareholders, reports
and schedules filed with the Commission (including any amendment, supplement or
sticker to any of the foregoing) and advertising and sales material relating to
the Fund (collectively the "Disclosure Documents"), are all accurate in all
material respects and that those Disclosure Documents do not omit any material
fact necessary to make the statements therein not misleading as to their
subject matter; EXCEPT THAT the Adviser makes no representation or warranty
with respect to information describing the Sub-Adviser or the investment
services the Sub-Adviser provides ("Sub-Adviser Content") in any Disclosure
Documents that the Adviser has provided to the Sub-Adviser for review and that
faithfully reflect all comments and changes to Sub-Adviser Content provided by
the Sub-Adviser ("Approved Sub-Adviser Content"). The Sub-Adviser has reviewed
all Disclosure Documents that Adviser has provided to Sub-Adviser and
represents and warrants that the Sub-Adviser Content in those Disclosure
Documents is accurate in all material respects and does not omit any material
fact necessary to make the statements in
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such Sub-Adviser Content not misleading as to their subject matter. The Adviser
shall provide the Sub-Adviser with copies of all additional Disclosure
Documents that include Sub-Adviser Content prior to using those Disclosure
Documents and of all proposed amendments to any existing Disclosure Documents.
The Sub-Adviser will promptly review such additional Disclosure Documents and
proposed amendments and advise Adviser of any modifications to the Sub-Adviser
Content therein that the Sub-Adviser considers appropriate to prevent that
Sub-Adviser Content from being inaccurate in any material respect. The
Sub-Adviser will promptly notify the Adviser of any changes in the
Sub-Adviser's ownership, business, or activities of which the Sub-Adviser
becomes aware that would make the Sub-Adviser Content currently in use in such
Disclosure Documents inaccurate or incomplete (as to its subject matter) in any
material respect.
(d) USE OF THE NAME "Globeflex." The Sub-Adviser has the right to use
the name "Globeflex" in connection with its services to the Trust. The
Sub-Adviser is not aware of any threatened or existing actions, claims,
litigation or proceedings that would adversely affect or prejudice the rights
of the Sub-Adviser or the Trust to use the name "Globeflex."
(e) INSURANCE. The Sub-Adviser maintains errors and omissions
insurance coverage in an amount the Sub-Adviser considers reasonable and shall
provide prior written notice to the Trust (i) of any material changes in its
insurance policies or insurance coverage; or (ii) if any material claims will
be made on its insurance policies. Furthermore, the Sub-Adviser shall, upon
reasonable request, provide the Trust with any information it may reasonably
require concerning the amount of or scope of such insurance.
(f) NO DETRIMENTAL AGREEMENT. The Sub-Adviser represents and warrants
that it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Sub-Adviser with respect to its
selection of securities for a Fund, and that all selections shall be done in
accordance with what is in the best interest of the Fund.
(g) CONFLICTS. The Sub-Adviser shall act honestly, in good faith and
in the best interests of the Trust including requiring any of its personnel
with knowledge of Fund activities to place the interest of the Fund first,
ahead of their own interests, in all personal trading scenarios that may
involve a conflict of interest with the Fund, consistent with its fiduciary
duties under applicable law.
(h) REPRESENTATIONS. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is executed and
at the time of delivery of the quarterly compliance report required by Section
3(a), whether or not specifically referenced in such report.
8. THE NAME "Xxxxxxx Horizon." The Adviser has granted to the Trust a
license to use the name "Xxxxxxx Horizon" (collectively, the "Name") as part of
the
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name of the Fund. The foregoing authorization by the Adviser to the Trust to
use the Name as part of the name of the Fund is not exclusive of the right of
the Adviser itself to use, or to authorize others to use, the Name; the
Sub-Adviser acknowledges and agrees that as between the Sub-Adviser and the
Adviser, the Adviser has the right to use, or authorize others to use, the Name
and the Sub-Adviser agrees to take such action as may reasonably be requested
by the Adviser to give full effect to the provisions of this section. Without
limiting the generality of the foregoing, the Sub-Adviser agrees that, upon any
termination of this Agreement, the Sub-Adviser will not thereafter transact any
business using the name "Xxxxxxx Horizon."
9. CONFIDENTIALITY. The Sub-Adviser shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security, confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information it obtains or prepares and
maintains pursuant to this Agreement or in the course of performing its duties
hereunder. Each party will keep confidential any non-public information it
generates or obtains from the other party directly as a result of the
activities contemplated by this Agreement, EXCEPT THAT, the Adviser may make
any disclosure to the Trust, the Fund, the Trustees, or the legal counsel or
auditors or other service providers to the Fund or the Trustees, that the
Adviser reasonably determines is necessary in connection with its discharge of
its duties to the Fund and the Trust. The Adviser shall not use information it
receives as a result of the activities contemplated by this Agreement for any
trading or investment purposes unrelated to management of the Fund and shall
take reasonable steps to prevent persons to whom it discloses such information
pursuant to the previous sentence from doing so. Notwithstanding the
foregoing, any party may disclose non-public information if (a) such
information is, at the time of the disclosure, known by the receiving party or
is or becomes ascertainable from public or published information or trade
sources, (b) such disclosure is required by applicable federal, state or other
law or regulation, (c) such disclosure is required or requested by regulatory
authorities or judicial process, (d) such disclosure is reasonably required by
legal counsel or auditors of the disclosing party in connection with the
performance of their professional services, or (e) as may otherwise be
contemplated by this Agreement.
10. BUSINESS CONTINUITY. Sub-Adviser shall maintain and annually
test a business continuity plan that Sub-Adviser in good faith believes
provides reasonable assurances of uninterrupted provision of services
notwithstanding the occurrence of events which might foreseeably interrupt
business operations. Sub-Adviser will provide Adviser with results of such
annual testing.
11. SUB-ADVISER'S COMPENSATION. The Adviser shall pay to the
Sub-Adviser, as compensation for the Sub-Adviser's services hereunder, a fee,
determined as described in Schedule A that is attached hereto and made a part
hereof. Such fee shall be
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computed daily and paid not less than monthly in arrears by the Adviser. A Fund
shall have no responsibility for any fee payable to the Sub-Adviser.1
The Sub-Adviser will be compensated based on the portion of Fund assets
allocated to the Sub-Adviser by the Adviser. The method for determining net
assets of the Fund for purposes hereof shall be the same as the method for
determining net assets for purposes of establishing the offering and redemption
prices of Fund shares as described in the Fund's prospectus. In the event of
termination of this Agreement, the fee provided in this Section shall be
computed on the basis of the period ending on the last business day on which
this Agreement is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the total number
of days in such month.
12. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Sub-Adviser is and shall be an independent contractor and,
unless otherwise expressly provided herein or otherwise authorized in writing,
shall have no authority to act for or represent the Fund, the Trust or the
Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust
or the Adviser. If any occasion should arise in which the Sub-Adviser gives any
advice to its clients concerning the shares of a Fund, the Sub-Adviser will act
solely as investment counsel for such clients and not in any way on behalf of
the Fund.
13. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, (i) in the event of its
assignment (as defined in section 2(a)(4) of the 0000 Xxx) or (ii) in the event
of the termination of the Management Agreement; provided that such termination
shall not relieve the Adviser or the Sub-Adviser of any liability incurred
hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
14. DURATION AND TERMINATION. This Agreement shall become effective
as of the date executed and shall remain in full force and effect continually
thereafter, subject to renewal as provided in Section 14(d)and unless
terminated automatically as set forth in Section 13hereof or until terminated
as follows:
(a) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to the Fund, upon the affirmative vote
of a majority of the outstanding voting securities of the Fund; or
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(b) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice delivered
or mailed by registered mail, postage prepaid, to the Sub-Adviser; or
(c) The Sub-Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Adviser; or
(d) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust, the
Adviser or the Sub-Adviser, at a meeting called for the purpose of voting on
such approval; or (ii) the vote of a majority of the outstanding voting
securities of the Fund; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Fund for their approval and
such shareholders fail to approve such continuance of this Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder as to the Fund
in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and
(e) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the Sub-Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Fund and with
respect to any of its assets, except as expressly directed by the Adviser or as
otherwise required by any fiduciary duties of the Sub-Adviser under applicable
law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records
to the Adviser by such means and in accordance with such schedule as the
Adviser shall direct and shall otherwise cooperate, as reasonably directed by
the Adviser, in the transition of portfolio asset management to any successor
of the Sub-Adviser, including the Adviser.
15. CERTAIN DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940 Act,
subject, however, to such exemptions as may be granted by the Commission under
the 1940 Act or any interpretations of the Commission staff.
(b) "Interested persons" and "Assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such exemptions as
may be granted by the Commission under the 1940 Act or any interpretations of
the Commission staff.
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16. LIABILITY OF THE SUB-ADVISER
(a) The Sub-Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of Approved Sub-Adviser
Content contained in the Fund's Disclosure Documents that have been submitted
to the Sub-Adviser for review and comment except to the extent Disclosure
Documents do not faithfully reflect modifications or information provided by
the Sub-Adviser pursuant to either of the last two sentences of Section 7(c)
(b) The Sub-Adviser shall be liable to the Fund for any loss
(including transaction costs) incurred by the Fund as a result of any
investment made by the Sub-Adviser in contravention of: (i) any investment
policy, guideline or restriction set forth in the Registration Statement or as
approved by the Board from time to time and provided to the Sub-Adviser; or
(ii) applicable law, including but not limited to the 1940 Act and the Code
(including but not limited to the Fund's failure to satisfy the diversification
or source of income requirements of Subchapter M of the Code) (the investments
described in this subsection (b) collectively are referred to as "Improper
Investments").
(c) Without duplication of any responsibility arising out of Section
16(a) or Section 16(b), the Sub-Adviser shall indemnify and hold harmless the
Trust, each affiliated person of the Trust within the meaning of Section
2(a)(3) of the 1940 Act, and each person who controls the Trust within the
meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party")
against any and all losses, claims, damages, expenses or liabilities (including
the reasonable cost of investigating and defending any alleged loss, claim,
damage, expense or liability and reasonable counsel fees incurred in connection
therewith) to which any such person may become subject under the 1933 Act, the
1934 Act, the 1940 Act or other federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages, expenses
or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) a breach by the Sub-Adviser of this Agreement or of the representations and
warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii)
any untrue statement or alleged untrue statement of a material fact contained
in any Approved Sub-Adviser Content in any Disclosure Document or the omission
or alleged omission from Approved Sub-Adviser Content in a Disclosure Document
of a material fact required to be stated therein or necessary to make the
statements therein not misleading as to their subject matter (except to the
extent those Disclosure Documents do not faithfully reflect modifications or
information provided by the Sub-Adviser pursuant to either of the last two
sentences of Section 7(c)) or (iv) the Sub-Adviser's non-performance of its
duties hereunder; provided, however, that nothing herein shall be deemed to
protect the Adviser or any Indemnified Party who is a Trustee or officer of the
Trust against any liability to the Trust or to its shareholders to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence by the Adviser or any such person or the reckless
disregard of the duties involved in the conduct of the Adviser's or such
person's engagement by or office with the Trust.
17. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the
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extent of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms or provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.
18. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all liablities of the Trust arising hereunder,
whether direct or indirect, and of any and every nature whatsoever shall be
satisfied solely out of the assets of the Fund and that no Trustee, officer or
holder of shares of beneficial interest of the Fund shall be personally liable
for any of the foregoing liabilities. The Trust's Certificate of Trust, as
amended from time to time, is on file in the Office of the Secretary of State
of the Commonwealth of Massachusetts. Such Certificate of Trust and the Trust's
Agreement and Declaration of Trust describe in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
19. CHANGE IN THE ADVISER'S OWNERSHIP. The Sub-Adviser agrees that
it shall notify the Trust of any anticipated or otherwise reasonably
foreseeable material change in the ownership of the Sub-Adviser within a
reasonable time prior to such change being effected.
20. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of the Commonwealth of Massachusetts
and the Sub-Adviser consents to the jurisdiction of courts, both state or
federal, in Massachusetts, with respect to any dispute under this Agreement.
21. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
22. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
HORIZON ADVISERS, AN UNINCORPORATED DIVISION OF WHITNEY BANK
By: /s/ Xxxxx Xxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice-President
GLOBEFLEX CAPITAL LP
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CEO
14
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT DATED MAY 29, 2015 BETWEEN
HORIZON ADVISERS, AN UNINCORPORATED DIVISION OF WHITNEY BANK
AND
GLOBEFLEX CAPITAL LP
The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the Fund as may be allocated by the Adviser to the
Sub-Adviser from time to time under the following fee schedule:
FUND RATE
--------------------------------------------------------------------------------
Xxxxxxx Horizon International Small Cap Fund 0.55%
15
