INVESTMENT SUB-ADVISORY AGREEMENT (As Amended and Restated June 22, 2012)
INVESTMENT SUB-ADVISORY AGREEMENT
(As Amended and Restated June 22, 2012)
AGREEMENT this 18th day of April, 2008, as amended June 17, 2011 and March 23, 2012 by and between American Independence Financial Services, LLC (the “Adviser"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TREES & WAITS, INC. ("FFTW (NY)"), a New York corporation and one of its affiliates, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TREES & ▇▇▇▇▇ ("FFTW (UK)”), a corporate partnership organized under the laws of England & Wales (collectively referred to as the “Sub-Adviser”);
WHEREAS, the American Independence Funds Trust (the "Trust"), a Delaware business trust, is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"), consisting of several Funds of shares, each having its own investment policies; and
WHEREAS, the Trust has retained American Independence Financial Services, LLC ("AIFS') to provide the Trust with business and asset management services for the U,S, Inflation-Indexed Bond Fund (the "Funds"), subject to the control of the Trust’s Board of' Trustees;
WHEREAS, the Trust’s agreement with the Adviser permits the Adviser to delegate to other parties certain of its asset management responsibilities;
WHEREAS, the Adviser desires to retain the Sub-Adviser to render investment management services to the Funds, and the Sub-Adviser is willing to render such services; and
WHEREAS, the Agreement (as amended prior to June 22, 2012) is hereby amended and restated, as of June 22, 2012 to give effect to certain non-material amendments:
NOW THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. Duties of Sub-Adviser. The Adviser employs the Sub-Adviser to manage the
investment and reinvestment of the Funds ‘assets and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Funds, to determine in the Sub-Advisers discretion the securities to be purchased or sold, to provide the Adviser and the Trust with records concerning the Sub-Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Adviser and the Trust's officers and Trustees concerning the Sub-Adviser's discharge of the foregoing responsibilities. The Sub-Adviser shall discharge the foregoing responsibilities subject to the Adviser's oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for such Funds set forth in the Trust's current registration statement as amended from time to time, any written guidelines adopted by the Trustees (any such guidelines will be attached hereto as Schedule A) and applicable laws and regulations. The Sub-Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein, The Sub-Adviser will instruct the Trust’s Custodian(s) to hold and/or transfer the Funds’ assets accordance with Proper Instructions received from the Sub-Adviser. (For this purpose, the term "Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s} between the Trust and its custodians,) The Adviser will not be responsible for Trust expenses except as specified in this Agreement.
2. Fund Transactions. The Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, the Sub-Adviser or any of its affiliates) that will execute the purchases and sales of Funds securities for the Funds and is directed to use its best efforts to obtain the best net results with respect to broker’s commissions and discounts as described in the Trust's current registration statement as amended from time to time. The Sub-Adviser has authority to review and execute all industry agreements with banks, brokers, dealers and other financial intermediaries necessary to perform duties under this Agreement. In selecting brokers or dealers, the Sub-Adviser may give consideration to factors other than price, including, but not limited to, research services and market information, Any such services or information which the Sub-Adviser receives in connection with activities for the Trust may also be used for the benefit of other clients and customers of the Sub-Adviser or any of its affiliates, The Sub-Adviser will promptly communicate to the Advisor and to the officers and the Trustees of the Trust such information relating to Funds transactions as they may reasonably request.
3. Compensation of the Sub-Adviser. For the services to be rendered by the Sub-Adviser as provided in Sections 1 and 2 of this Agreement, the Adviser shall pay to the Sub-Adviser compensation at the rate specified in Schedule A attached hereto and made a part of this Agreement, Such compensation shall be paid to the Sub-Adviser quarterly in arrears, and shall be calculated by applying the annual percentage rate(s) as specified in the attached Schedule A to average month-end assets of the specified Fund during the relevant quarter. Solely for the purpose of calculating the applicable annual percentage rates specified in the attached Schedule(s), there shall be included such other assets as are specified in said Schedule(s).
4. Other Services. At the request of the Trust or the Adviser, the Sub-Adviser in its discretion may make available to the Trust office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Sub-Adviser and billed to Trust or the Adviser at a price to be agreed upon by the Sub-Adviser and the Trust or Adviser.
5. Reports. The Adviser (on behalf of the Trust) and Sub-Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.
6. Status of Sub-Adviser. The services of the Sub-Adviser to the Trust are not to be deemed exclusive, and the Sub-Adviser and its directors, officers, employees and affiliates shall be free to render similar services to others so long as its services to the contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent to the Adviser or the Trust.
7. Certain Records. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated the 1940 Act which are prepared or maintained by the Sub-Adviser on behalf of the Adviser or the Trust are the property of the Adviser or the Trust and will be surrendered promptly to the Adviser or Trust on request.
8. Liability of Sub-Adviser.
(a) Neither the Sub-Adviser, nor officers, employees, affiliates and subsidiaries shall be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, the Trust or its shareholders or by the Advisor in connection with the matters to which Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
(b) In no event will the Sub-Adviser have any responsibility other series of the Trust, for any portion of the Portfolio not managed by the Sub-Adviser or for the acts or omissions of any other sub-adviser to the Trust or Portfolio.
Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.
9. Services Not Exclusive. The services furnished by the Sub-Adviser hereunder are not to be deemed exclusive, and except as the Sub-Adviser may otherwise agree in writing, the Sub-Advisor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Sub-Adviser, who may also be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar nature or a dissimilar nature. The performance of such services for others shall not be deemed to violate or give to duty or obligation to the Portfolio.
10. Nothing in this Agreement will limit or restrict the Sub-Adviser or any of its officers, employers, affiliates, or subsidiaries from buying, selling, or trading in any securities for its or their own account or accounts. Advisor acknowledges that the Sub-Adviser and its officers, employees, affiliates, or subsidiaries and its other clients may at any time have, acquire, increase, decrease, or dispose of positions in investments that are at the same time being acquired or disposed of for the account of the Company. The Sub-Adviser will have no obligation to acquire for the Portfolio a position in any investment that the Sub-Adviser, its officers, employees, affiliates, or subsidiaries may acquire for its or their own accounts or for the account of another client, if in the sole discretion of the Sub-Adviser, it is not feasible or desirable to acquire a position in such investment for the account of the Portfolio.
11. Anti-Money Laundering Cooperation. Advisor agrees to
provide the Sub-Advisor with any documentation that it may reasonably require
in order to comply with all applicable anti-laundering regulations, including
but not limited to that of the United States and the United Kingdom. In
addition, the Advisor agrees that the Sub-Adviser may provide copies of such documentation
to counterparties which they reasonably require in order to fulfill their anti-money
laundering procedures.
12. Permissible Interests. To the extent permitted law, Trustees, agents, and shareholders of the Trust are or may be interested in the Sub-Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents and shareholders of the Sub-Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Sub-Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise; provided that all such interests shall be fully disclosed between the parties on an ongoing basis and in Trust's registration statement as required by law.
13. Duration and Termination. This Agreement, unless sooner terminated as provided herein. Shall continue for two years after its initial approval thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust 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, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Funds; provided, however, that if the shareholders of the Fund fail to approve the Agreement as provided herein, the Sub-Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated at any time without the payment of any penalty, by Adviser, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding securities of each Fund on not less than 30 days' nor more than 60 days' written notice to the Sub-Adviser, or by the Sub-Adviser at any time without the payment of any penalty, on 60 days written notice to the Adviser and the Trust. This Agreement will automatically and immediately terminate in the event of its assignment Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary of such party, unless such party has previously designated another address.
As used in this Section 13, the terms “assignment,” “interested persons," and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.
14. The Sub-Adviser has provided the Advisor a copy of its Form ADV, as most recently filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to the Advisor at least annually.
15. 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,
A copy of the Declaration of Trust of the Trust is on file with the Secretary of the State Delaware, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually.
IN WI1NESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, INC.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TREES & ▇▇▇▇▇, UK LIMITED
By:_______________________ By:_________________________
Title:______________________ Title:________________________
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
By: ___________________________
Title: __________________________
to the
Investment Sub-Advisory Agreement
between
American Independence Financial LLC
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trees & ▇▇▇▇▇, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trees & ▇▇▇▇▇ UK Limited
For the
U.S. Inflation-Indexed Fund
American Independence Financial Services, LLC shall pay compensation to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trees & ▇▇▇▇▇, Inc. pursuant to section 3 of the Investment Sub-Advisory Agreement between said parties in accordance with the following annual percentage rates;
U.S. Inflation-Indexed Fund 0.20% per annum
In the event investment advisory fees charged by the Investment Adviser are waived, deferred or reduced, then sub-advisory fees payable by such Fund in accordance with this Schedule shall be waived, deferred or reduced by 35% of the total of such waiver. Such fee reduction, if applicable shall be applied on a monthly basis at the time each payment of sub-advisory fees is due hereunder. Further, if the fees payable to the Sub·Adviser begin to accrue before the end of any month, or if this Agreement terminates before the end of any month, then such for such month shall be prorated according to the proportion which the partial period bears to full month in which such effectiveness or termination occurs
DATED: June 22, 2012