SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 26th day of
February, 2015 by and between Knights of Columbus Asset Advisors LLC, a limited
liability company with its principal place of business at Xxx Xxxxxxxx Xxxxx,
Xxx Xxxxx, Xxxxxxxxxxx 00000 (the "Adviser"), and Boston Advisors, LLC, a
Delaware limited liability company with its principal place of business at Xxx
Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 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 III (the "Trust") on
behalf of the series set forth on Schedule A to this Agreement (each, a "Fund"
and collectively, the "Funds") and pursuant to the provisions of the Investment
Advisory Agreement dated as of February 26, 2015 between the Adviser and the
Funds (the "Management Agreement"), the Adviser has selected the Sub-Adviser to
act as sub-investment adviser of the Funds 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 Funds. In such
capacity, the Sub-Adviser shall, subject to the supervision of the Adviser and
the Board, regularly provide the Funds 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 (the "Assets"),
consistent with the investment objectives and policies of the Funds and any
investment guidelines established and modified from time to time by the Adviser
and communicated in writing to the Sub-Adviser. The Sub-Adviser shall
determine, from time to time, what investment instruments shall be purchased
for the Funds and what such investment instruments shall be held or sold by the
Funds, 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 each Fund, as each of the same shall be from time to time in
effect, and to any investment guidelines established by the Adviser as referred
to above. To carry out such obligations, the Sub-Adviser shall exercise full
discretion and act for the Funds in the same manner and with the same force and
effect as each 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
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foregoing, the Sub-Adviser shall, upon written instructions from the Adviser,
effect such portfolio transactions for the Funds 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 a 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 all applicable
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 and regulations 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 each Fund, and with any policies, guidelines,
instructions and procedures approved by the Board or the Adviser and provided
to the Sub-Adviser. In selecting a Fund's portfolio investment instruments 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 investment instruments that
are held by the Funds shall be voted, and the Adviser may delegate the
authority and responsibility to vote proxies for each Fund's investment
instruments to the Sub-Adviser. So long as proxy voting authority for each
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
the Adviser with a copy of its written proxy voting policies and procedures and
as such may be amended from time to time. The Sub-Adviser shall provide to the
Adviser and the Board periodic reports and keep such records relating to proxy
voting as the Board may reasonably request or as may be necessary for the Funds
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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Unless and until otherwise directed by the Adviser or the Board, the
Sub-Adviser shall be responsible for voting of the Funds' proxies and
exercising all other applicable rights of the Funds as security holders in
connection with corporate actions or other transactions relating to the Funds'
portfolio holdings. The Sub-Adviser is authorized to instruct the Funds'
custodian and/or broker(s) to forward promptly to the Sub-Adviser or designated
service providers copies of all proxies and shareholder communications relating
to investment instruments held in the portfolio of a Fund (other than materials
relating to legal proceedings against the Fund). The Sub-Adviser may also
instruct the Funds' custodian and/or broker(s) to provide reports of holdings
in the portfolio of the Funds. 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 Funds' 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 a Fund and its shareholders.
Unless the Sub-Adviser otherwise agrees in writing, the Sub-Adviser will not
advise or take any action on behalf of a Fund in any contemplated or actual
legal proceedings, including but not limited to bankruptcies, tax reclaims or
class actions (including the filing of proofs of claim), and the Sub-Adviser
will not be responsible for determining the Fund's eligibility to participate
in any such proceeding with respect to any securities or other instruments held
or formerly held in the Fund, or for taking any action in connection with such
proceeding, and the Trust expressly reserves this authority for itself.
(d) RECORDKEEPING. The Sub-Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Funds,
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, with respect to orders the Sub-Adviser places
or the purchase and sale of investment instruments for the Funds, maintain or
arrange for the maintenance of the documents and 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 Funds) relating to
its responsibilities provided hereunder with respect to the Funds, 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 or the Trust's officers
at any time during normal business hours. The Fund Books and Records shall be
delivered to the Trust upon the termination of this Agreement and, upon
reasonable request, shall be available without delay during any day the Trust is
open for business.
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(e) HOLDINGS INFORMATION AND PRICING. The Sub-Adviser shall provide
regular reports regarding the Funds' 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 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. 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.
(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 Funds 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.
The Sub-Adviser shall make its officers and employees available to the Adviser
from time to time to review any current or proposed investment guidelines for
the Funds and to consult with the Adviser with respect to other matters
relating to the Funds, including compliance matters relating to the Funds or
the other activities of the Sub-Adviser that could reasonably relate to the
management of the Funds.
(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 Funds or a sub-adviser to a portfolio that is
under common control with the Funds concerning transactions for the Funds,
except as permitted by the policies and procedures of the Funds. The
Sub-Adviser shall not provide investment advice to any assets of the Funds
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
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requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the
Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for
information from the Adviser and the Trust as to violations of the Code by
Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser
shall promptly notify the 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 the Adviser's Chief
Compliance Officer promptly upon detection of (i) any material failure to
manage any Fund in accordance with its investment objectives and policies or
any applicable law; or (ii) any material breach of any of a Fund's or the
Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser
shall provide a quarterly report regarding each Fund's compliance with its
investment objectives and policies, applicable law, including, but not 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, inquiry or
investigation, at law or in equity, before or by any court, public board, or
body, involving 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 the compliance by the Sub-Adviser with the federal
or state securities laws or (ii) 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 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 the absence of any
conflict of interest and compliance with any laws, rules or regulations in the
management of the Fund.
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(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 due notice to
review its investment management services to the Fund in light of current and
prospective economic and market conditions and shall 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
investment instruments 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 or other
instruments 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 each 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 each 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
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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.
(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may
act as broker in connection with the purchase or sale of securities or other
investments for a Fund, subject to: (a) the requirement that the Sub-Adviser
seek to obtain best execution and price within the policy guidelines determined
by the Board and set forth in a Fund's current Registration Statement; (b) the
provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the
provisions of the 1934 Act; and (e) other provisions of applicable law. These
brokerage services are not within the scope of the duties of the Sub-Adviser
under this Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Sub-Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Sub-Adviser's fees for services under this
Agreement.
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.
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, but not limited to, brokerage and other expenses
incurred in placing orders for the purchase and sale of securities and other
investment instruments, taxes, legal, auditing and governmental fees, expenses
relating to trustees and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other expenses
incurred by the Funds and the cost of printing copies of the prospectus(es) and
statement(s) of additional information distributed to Fund shareholders.
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 I of its Form ADV as most recently filed with the Commission and
its Part II as most recently updated and will, promptly after filing any
amendment to its Form ADV with the
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Commission or updating its Part II, 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 Sub-Adviser has reviewed and will
in the future review, any Registration Statement, summary prospectus,
prospectus, statement of additional information, periodic reports to
shareholders, reports and schedules filed with the Commission (including any
amendment, supplement or sticker to any of the foregoing) and advertising and
sales material relating to the Fund (collectively the "Disclosure Documents")
that are provided to the Sub-Adviser for review. The Sub-Adviser represents and
warrants that it will review such Disclosure Documents to ensure they contain
no untrue statement of any material fact relating to the Sub-Adviser and any
Sub-Advised Fund's investment objectives and strategies and do not and will not
omit any statement of material fact required to be stated therein or necessary
to make the statements relating to the Sub-Adviser or any Sub-Advised Fund's
investment objectives and strategies therein not misleading.
(d) USE OF THE NAME "KNIGHTS OF COLUMBUS." The Sub-Adviser has the
right to use the name "Knights of Columbus" 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 "Knights of Columbus."
(e) INSURANCE. The Sub-Adviser maintains errors and omissions
insurance coverage in an appropriate amount 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 investment instruments 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 a 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.
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8. THE NAME "KNIGHTS OF COLUMBUS" The Adviser has granted to the
Trust a limited, non-exclusive, non-transferable, non-sub-licensable license to
use the name "Knights of Columbus" (the "Name") as part of the name of the
Fund. All goodwill associated with the use of the Name by the Trust in
accordance with this Section 8 shall inure to the benefit of the Adviser and
its affiliates, as applicable. Pursuant to an agreement with the Adviser, the
Trust has acknowledged that the Adviser and its affiliates are the sole and
exclusive owners of all rights in and to the name "Knights of Columbus" and any
logos or designs associated therewith, and the Trust has agreed that it shall
have no right to use the name "Knights of Columbus" other than as expressly set
forth herein. Nothing herein shall preclude or diminish in any way the rights
of the Adviser or its affiliates to use the Name in any capacity whatsoever 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
"Knights of Columbus", other than pursuant to a separate agreement with the
Adviser.
9. 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 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.
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 a 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.
10. 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 a Fund, the Trust or the
Adviser in any way or otherwise be deemed to be an agent of a 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.
11. 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.
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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.
12. 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 12(c) and unless terminated automatically as set forth in Section 11
hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to a Fund, upon the affirmative vote of
a majority of the outstanding voting securities of the Fund; or
(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 a Fund; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of a 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 a 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
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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.
13. 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.
14. LIABILITY OF THE SUB-ADVISER.
(a) The Sub-Adviser shall have responsibility for the
accuracy and completeness (and liability for the lack thereof) of statements in
the Fund's Disclosure Documents relating to the Sub-Adviser and any Fund's
investment objectives and strategies, provided that no changes regarding such
matters are made to any applicable Disclosure Documents without the written
consent or other acknowledgement of the Sub-Adviser from and after the time
that such Disclosure Documents are reviewed by the Sub-Adviser.
(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 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) 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 material
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
11
statement of a material fact relating to the Sub-Adviser and any Fund's
investment objectives and strategies contained in any Disclosure Document or
the omission or alleged omission from a Disclosure Document of a material fact
relating to the Sub-Adviser and any Fund's investment objectives and strategies
required to be stated therein or necessary to make the statements therein not
misleading (it being understood, however, that this indemnification and
agreement to hold harmless shall not apply to the extent that any such untrue
statement, alleged untrue statement, omission or alleged omission is the result
of any change made to any applicable Disclosure Document without the written
consent or other acknowledgment of the Sub-Adviser from and after the time that
such Disclosure Document has been reviewed by the Sub-Adviser, as contemplated
in Section 7(c) hereof); or (iv) the Sub-Adviser's performance or
non-performance of its material duties hereunder; provided, however, that
nothing herein shall be deemed to protect any Indemnified Party who is a
Trustee or officer of the Trust against any liability to the Trust or to its
shareholders to which such Indemnified Party would otherwise be subject by
reason or willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office with
the Trust.
(d) For purposes of clarification, except with respect to the
provisions of Section 14(a) and Section 14(b), the Sub-Adviser shall not be
liable for any error of judgment or mistake of law, provided that nothing in
this Agreement shall protect the Sub-Adviser against any liability to a Fund to
which the Sub-Adviser would otherwise be subject by reason of the Sub-Adviser's
negligence.
15. NON-EXCLUSIVITY. The services of the Sub-Adviser to the Trust are
not to be deemed to be exclusive, and the Sub-Adviser shall be free to render
investment advisory or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
the officers and directors of the Sub-Adviser are not prohibited from engaging
in any other business activity or from rendering services to any other person,
or from serving as partners, officers, directors or trustees of any other firm
or trust, including other investment advisory companies.
16. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
17. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or
indirect, and of any and every nature whatsoever shall be satisfied solely out
of the assets of the affected 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.
18. CHANGE IN THE ADVISER'S OWNERSHIP. The Sub-Adviser agrees that it
shall notify the Trust of any anticipated or otherwise reasonably foreseeable
change in the ownership of the Sub-Adviser within a reasonable time prior to
such change being effected.
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19. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware and the
Sub-Adviser consents to the jurisdiction of courts, both state and federal, in
Delaware, with respect to any dispute under this Agreement.
20. 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.
21. 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.
KNIGHTS OF COLUMBUS ASSET ADVISORS LLC
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxxx
Title: President and Chief Investment Officer
BOSTON ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President, CIO
14
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED FEBRUARY 26, 0000 XXXXXXX
XXXXXXX XX XXXXXXXX ASSET ADVISORS LLC
AND
BOSTON ADVISORS, LLC
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 respective Fund as may be allocated by the Adviser to
the Sub-Adviser from time to time under the following fee schedule:
FUND RATE
---- ------
Knights of Columbus Large Cap Value Fund 0.35%
Knights of Columbus Large Cap Growth Fund 0.35%
Knights of Columbus Small Cap Equity Fund 0.425%
Knights of Columbus International Equity Fund 0.50%
15
