INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made as of the 26th day of June, 2007, by and between Pictet Asset Management
Limited, a corporation organized under the laws of the United Kingdom, located
at Xxxx Xxxxx, Xxxxx 00, 000 Xxxxxx Wall, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx
(the
“Sub-Advisor”), and Envestnet Asset Management, Inc. a Delaware
corporation located at 00 X Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 (the
“Advisor”).
WHEREAS,
Trust for Professional Managers, a Delaware statutory trust located at 000
X.
Xxxxxxxx Xxxxxx, Xxxxxxxxx XX 00000 (the “Trust”), is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the PMC International Equity Fund (the “Fund”) is a separate
series of the Trust having separate assets and liabilities;
WHEREAS,
the Advisor and the Sub-Advisor are each engaged in the business of rendering
investment advice; and
WHEREAS,
the Advisor and Sub-Advisor are each registered as investment advisors under
the
Investment Advisers Act of 1940, as amended (the “Advisers
Act”); and
WHEREAS,
the Trust on behalf of the Fund has retained the Advisor to render investment
management services to the Fund pursuant to an Investment Advisory Agreement
dated as of June 26, 2007 (the “Investment Advisory Agreement”);
and
WHEREAS,
the Investment Advisory Agreement allows the Advisor to delegate certain of
its
responsibilities under the Investment Advisory Agreement to others;
and
WHEREAS,
the Advisor seeks to delegate certain of its responsibilities under the
Investment Advisory Agreement to the Sub-Advisor pursuant to this Investment
Sub-Advisory Agreement (the “Agreement”);
NOW,
THEREFORE, WITNESSETH: That it is agreed among the parties hereto as
follows:
1.
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APPOINTMENT
OF SUB-ADVISOR.
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(a)
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Acceptance. The
Sub-Advisor is hereby appointed and the Sub-Advisor hereby accepts
the
appointment, on the terms herein set forth and for the compensation
herein
provided, to act as investment adviser to that portion of the Fund’s
portfolio designated by the Advisor (the
“Portfolio”).
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(b)
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Independent
Contractor. The Sub-Advisor shall for all purposes herein
be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or
be
deemed an agent of the Fund.
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1
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(c)
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The
Sub-Advisor’s Representations. The Sub-Advisor represents,
warrants and agrees that it has all requisite power and authority
to enter
into and perform its obligations under this Agreement, and has taken
all
necessary corporate action to authorize its execution, delivery and
performance of this Agreement.
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The
Sub-Advisor represents, warrants and agrees that it is registered as an adviser
under the Advisers Act. The Sub-Advisor will promptly notify the
Advisor of the occurrence of any event that would disqualify the Sub-Advisor
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
The
Sub-Advisor has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the 1940 Act and provided the Advisor and the Trust with
a
copy of such code of ethics. On at least an annual basis, the
Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which
may
include (i) certifying to the Advisor that the Sub-Advisor and its access
persons have complied with the Sub-Advisor’s code of ethics with respect to the
Portfolio, and (ii) identifying any material violations of the code of ethics
which have occurred with respect to the Portfolio. Upon reasonable
notice from and the reasonable request of the Advisor, the Sub-Advisor shall
permit the Advisor, its employees and its agent to examine the reports required
to be made to the Fund or the Advisor by the Sub-Advisor pursuant to Rule 17j-1
and all other records related to the Sub-Advisor’s code of ethics that are
relevant to the Fund, the Portfolio and this Agreement.
The
Sub-Advisor has adopted and implemented written policies and procedures, as
required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed
to prevent violations of federal securities laws by the Sub-Advisor, its
employees, officers, and agents. Upon reasonable notice from and the
reasonable request of the Advisor, the Sub-Advisor shall provide the Advisor
with access to the records relating to such policies and procedures as they
relate to the Portfolio. The Sub-Advisor will also provide, at the
reasonable request of the Advisor, periodic certifications, in a form reasonably
acceptable to the Advisor, attesting to such matters related to such written
policies and procedures as may be reasonable in order for the Advisor to satisfy
its obligations to the Fund.
(d)
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The
Advisor’s Representations. The Advisor represents, warrants
and agrees that it has all requisite power and authority to enter
into and
perform its obligations under this Agreement, and has taken all necessary
corporate action to authorize its execution, delivery and performance
of
this Agreement.
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The
Advisor further represents, warrants and agrees that it has the authority to
appoint the Sub-Advisor to perform the duties under the terms of this
Agreement.
The
Advisor further represents and warrants that it has received a copy of
Part II of the Sub-Advisor’s Form ADV.
The
Advisor further represents and warrants that the Fund is either (i)
excluded from the definition of the term “pool” under Section 4.5 of the General
Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying
entity under Rule 4.5(b) for which a notice of eligibility has been
filed.
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The
Advisor has provided the Sub-Advisor with the Fund’s most current prospectus and
statement of additional information contained in the Trust’s registration
statement filed with the Securities and Exchange Commission (collectively,
the
“Prospectus”) and the Trust’s Code of Ethics and instructions,
policies and directions of the Trustees pertaining to the Advisor and the Fund,
as currently in effect. The Advisor shall promptly furnish to the
Sub-Advisor copies of all material amendments or supplements to the foregoing
documents.
The
Advisor will provide timely information to the Sub-Advisor regarding such
matters as inflows to and outflows from the Portfolio and the cash requirements
of, and cash available for investment in, the Portfolio.
The
Advisor will timely provide the Sub-Advisor with copies of monthly accounting
statements for the Fund, including if available separate monthly accounting
statements for the Portfolio, and such other information as may be reasonably
necessary or appropriate in order for the Sub-Advisor to perform its
responsibilities hereunder.
(e)
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Plenary
authority of the Board of Trustees. The Sub-Advisor and
Advisor both acknowledge that the Fund is a mutual fund that operates
as a
series of the Trust under the authority of the Trust’s Board of Trustees
(the “Board of Trustees”).
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2.
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PROVISION
OF INVESTMENT SUB-ADVISORY
SERVICES.
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Within
the framework of the fundamental policies, investment objectives, and investment
restrictions of the Fund as set forth in the Prospectus (the “Investment
Guidelines”), and subject to the supervision and review of the Advisor and the
Board of Trustees, the Sub-Advisor shall have the sole and exclusive
responsibility for the making of all investment decisions for the Portfolio,
including purchase, retention and disposition of securities, in accordance
with
the Investment Guidelines.
As
of the
date of this Agreement approximately 33% of the Fund’s investable assets will be
allocated to the Portfolio, and on each business day during the term of this
Agreement the same percentage of the net cash derived from purchases, or
required for redemptions, of Fund shares will normally be added to or withdrawn
from the Portfolio; provided, however, that, with prior notice to the
Sub-Advisor of not less than 3 business days, the Advisor has the right to
reallocate the portion of the Fund’s assets allocated to the Portfolio pursuant
to this Agreement if the Advisor deems such reallocation
appropriate.
For
the
purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule
17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby
agrees that: (i) with respect to transactions in securities or other
assets for the Fund, it will not consult with any other sub-advisor to the
Fund,
or with any sub-advisor that is principal underwriter for the Fund or an
affiliated person of such principal underwriter, with respect to transactions
in
securities or other assets for the Fund; (ii) with respect to transactions
in
securities or other assets for any other it will not consult with any
sub-advisor to a separate series of the Trust for which the Advisor serves
as
investment advisor (a “PMC Fund”), it will not consult with any sub-advisor
to any such PMC Fund or with any sub-advisor to a PMC Fund that is a
principal underwriter to a PMC Fund or an affiliated person of such principal
underwriter, with respect to transactions in securities or other assets for
a
PMC Fund; and (iii) its responsibility in providing investment advisory services
to the Fund shall be limited solely to that portion of the Fund’s assets
allocated toportfolio designated by the Portfolio. The Advisor will
provide the Sub-Advisor with current information as to the identity of all
such
other sub-advisors to the Fund, to any other PMC Fund, and such affiliated
persons.
3
The
Sub-Advisor will, at its own expense:
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(a)
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advise
the Advisor in connection with investment policy decisions to be
made by
it regarding the Portfolio and, upon request, furnish the Advisor
with
research, economic and statistical data in connection with the investments
and investment policies for the
Portfolio;
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(b)
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submit
such reports and information as the Advisor or the Fund may reasonably
request to assist the Fund’s custodian (the “Custodian”), administrator or
fund accounting agent, in its or their determination of the market
value
of securities held in the
Portfolio;
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(c)
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place
orders for purchases and sales of portfolio investments for the
Portfolio;
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(d)
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give
instructions to the Custodian concerning the delivery of securities
and
transfer of cash for the Portfolio;
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(e)
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maintain
and preserve the records relating to its activities hereunder required
by
applicable law to be maintained and preserved by the Sub-Advisor,
and the
Sub-Advisor hereby agrees that all records which it maintains for
the Fund
are the property of the Fund and further agrees to surrender promptly
to
the Fund copies of any such records upon the Fund’s
request;
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(f)
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as
soon as practicable after the close of business each day but no later
than
11:00 a.m. New York City time the following business day, provide
the
Custodian with SWIFT confirmations for each transaction effected
for the
Portfolio, and provide SWIFT confirmations or SWIFT faxes to the
Advisor
upon request;
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(g)
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as
soon as practicable (with 15 business days as the guideline) following
the
end of each calendar month or calendar quarter, provide the Advisor
with
written statements showing all transactions effected for the Portfolio
during the month and quarter (as applicable), a summary listing all
investments held in the Portfolio as of the last day of the month
or
calendar quarter (as applicable), and such other information relating
to
the Portfolio as the Advisor may reasonably request in connection
with any
accounting services that the Advisor or its agents provide for the
Fund. Advisor acknowledges that Sub-Advisor and Custodian or
the Fund’s accounting agent may use different pricing vendors, which may
result in valuation discrepancies;
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(h)
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absent
specific written instructions to the contrary provided to it by the
Advisor, and subject to its receipt of all necessary voting materials,
vote all proxies with respect to investments of the Fund in accordance
with the Sub-Advisor’s proxy voting policy as most recently provided to
the Advisor. The Sub-Advisor shall use its good faith judgment
in a manner which it reasonably believes best serves the interests
of the
Fund’s shareholders to vote or abstain from voting all proxies solicited
by or with respect to the issuers of securities in the
Portfolio. The Sub-Advisor’s obligations in the previous
sentence are contingent upon its timely receipt of such proxy solicitation
materials, which the Advisor shall cause to be forwarded to the
Sub-Advisor. The Sub-Advisor further agrees that it will
provide the Board of Trustees, as the Board may reasonably request,
with a
written report of the proxies voted during the most recent 12-month
period
or such other period as the Board may designate, in a format that shall
comply with the 1940 Act. Upon reasonable request, the
Sub-Advisor shall provide the Advisor with all proxy voting records
relating to the Portfolio, including but not limited to those required
by
Form N-PX. Upon request of the Advisor, the Sub-Advisor will
also provide an annual certification, in a form reasonably acceptable
to
the Advisor, attesting to the accuracy and completeness of such proxy
voting records;
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(i)
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inform
the Advisor and the Board of Trustees of material changes in investment
strategy or tactics or in key personnel as they relate to the management
of the Portfolio;
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(j)
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furnish
to the Board of Trustees such information as may reasonably be necessary
in order for such Trustees to evaluate this Agreement or any proposed
amendments hereto for the purpose of casting a vote pursuant to Section
7
hereof;
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(k)
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notify
the Advisor of any material changes in its ownership within a reasonable
time prior to such changes, if feasible, or if not feasible to give
prior
notice, promptly after any such change;
and
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(l)
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with
respect to its activities under this Agreement, provide reasonable
assistance to the Trust in connection with the Trust’s compliance with the
Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder, and Rule 38a-1 of
the 1940
Act. Such assistance shall include, but not be limited to, (i)
certifying periodically, upon the reasonable request of the Trust,
that
the Sub-Advisor is in compliance with all applicable “federal securities
laws,” as required by Rule 38a-1(e)(1) under the 1940 Act, and Rule
206(4)-7 under the Advisers Act; (ii) facilitating and cooperating
with
required third-party audits arranged by the Trust to evaluate the
effectiveness of the Sub-Advisor’s compliance controls; and (iii)
providing the Trust’s chief compliance officer with direct access to the
Sub-Advisor’s compliance personnel; (iv) providing the Trust’s chief
compliance officer with such periodic reports as may be reasonably
requested; and (v) promptly providing special reports to the Trust’s chief
compliance officer in the event of compliance
problems.
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5
3.
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ALLOCATION
OF EXPENSES.
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Each
party to this Agreement shall bear the costs and expenses of performing its
obligations hereunder. In this regard, the Advisor specifically
agrees that the Fund is responsible for the payment of:
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(a)
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brokerage
commissions for transactions in the portfolio investments of the
Portfolio
and similar fees and charges for the acquisition, disposition, lending
or
borrowing of such portfolio
investments;
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(b)
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custodian
fees and expenses;
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(c)
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all
taxes, including issuance and transfer taxes, and reserves for taxes
payable by the Fund to federal, state or other government agencies;
and
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(d)
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interest
payable on any Fund borrowings.
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The
Sub-Advisor specifically agrees that with respect to the operation of the Fund,
the Sub-Advisor shall be responsible for (i) providing the personnel, office
space and equipment reasonably necessary for the performance of Sub-Advisor’s
duties under this Agreement and (ii) the costs of any special Board of
Trustees meetings or shareholder meetings convened for the primary benefit
of
the Sub-Advisor, including any expenses of a proxy solicitation required in
order to continue this Agreement due to a change in control of the
Sub-Advisor. Nothing in this Agreement shall alter the allocation of
expenses and costs agreed upon between the Fund and the Advisor in the
Investment Advisory Agreement or any other agreement to which they are
parties.
4.
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SUB-ADVISORY
FEES.
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For
all
of the services rendered with respect to the Fund as herein provided, the
Advisor shall pay to the Sub-Advisor a fee (for the payment of which the Fund
shall have no obligation or liability), based on the Current Net Assets of
the
Portfolio (as defined below), as set forth in Schedule A attached hereto and
made a part hereof. Such fee shall be accrued daily and payable
monthly, as soon as practicable after the last day of each calendar
month. In the case of termination of this Agreement with respect to
the Fund during any calendar month, the fee accrued to, but excluding, the
date
of termination shall be paid promptly following such termination. For
purposes of computing the amount of advisory fee accrued for any day, “Current
Net Assets” shall mean the Portfolio’s net assets as of the most recent
preceding day for which the Fund’s net assets were computed.
5. PORTFOLIO
TRANSACTIONS.
In
connection with the investment and reinvestment of the assets of the Portfolio,
the Sub-Advisor is authorized to select the brokers or dealers that will execute
purchase and sale transactions for the Portfolio and to use all reasonable
efforts to obtain best execution with respect to all such purchases and sales
of
portfolio securities for the Portfolio. The Sub-Advisor shall
maintain records adequate to demonstrate compliance with the requirements of
this section. Subject to the policies as the Board of Trustees may
determine and consistent with Section 28(e) of the Securities Exchange Act
of
1934, as amended, the Sub-Advisor shall have the right to follow a policy of
selecting brokers who furnish brokerage and research services to the Fund or
to
the Sub-Advisor, and who charge a higher commission rate to the Fund than may
result when allocating brokerage solely on the basis of seeking the most
favorable price and execution. The Sub-Advisor shall determine in
good faith that such higher cost was reasonable in relation to the value of
the
brokerage and research services provided and shall make reasonable reports
regarding such determination and description of the products and services
obtained if so requested by the Advisor.
6
The
Advisor authorizes and empowers the Sub-Advisor to direct the Custodian to
open
and maintain brokerage accounts for securities and other property, including
financial and commodity futures and commodities and options thereon (all such
accounts hereinafter called “brokerage accounts”) for and in the name of the
Fund and to execute for the Fund as its agent and attorney-in-fact standard
customer agreements with such broker or brokers as the Sub-Advisor shall select
as provided above. The Sub-Advisor may, using such of the securities
and other property in the Fund as the Sub-Advisor deems necessary or desirable,
direct the Custodian to deposit for the Fund original and maintenance brokerage
and margin deposits and otherwise direct payments of cash, cash equivalents
and
securities and other property into such brokerage accounts and to such brokers
as the Sub-Advisor deems desirable or appropriate. The Sub-Advisor
shall cause all securities and other property purchased or sold for the Fund
to
be settled at the place of business of the Custodian or as the Custodian shall
direct. All securities and other property of the Fund shall remain in
the direct or indirect custody of the Custodian. The Sub-Advisor
shall notify the Custodian as soon as practicable of the necessary information
to enable the Custodian to effect such settlements.
The
Sub-Advisor further shall have the authority to instruct the Custodian (i)
to
pay cash for securities and other property delivered to the Custodian for the
account of the Portfolio, (ii) to deliver securities and other property against
payment for the account of the Portfolio,
and (iii) to transfer assets and funds to such brokerage accounts as the
Sub-Advisor may designate, all consistent with the powers, authorities and
limitations set forth herein. The Sub-Advisor shall not have
authority to cause the Custodian to deliver securities and other property,
or
pay cash to the Sub-Advisor except as expressly provided herein.
6. LIABILITY;
STANDARD OF CARE.
The
Sub-Advisor, its affiliates, agents, directors and employees, shall be
indemnified by the Advisor against all liabilities, losses or claims (including
reasonable expenses arising out of defending such liabilities, losses or
claims):
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(a)
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arising
from the Fund’s or the Advisor’s directions to the Sub-Advisor or
Custodian, or brokers, dealers or others with respect to the making,
retention or sale of any investment or reinvestment hereunder;
or
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7
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(b)
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arising
from the acts or omissions of the Advisor, the Custodian or the Fund,
their respective affiliates, agents or
employees;
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except
for any such liability or loss which is due to the negligence, willful
misfeasance, or bad faith of the Sub-Advisor, its affiliates, agents, directors
and employees, or the Sub-Advisor’s reckless disregard of its duties and
obligations hereunder. The Sub-Advisor shall also be without
liability hereunder for any action taken or omitted by it in good faith and
without negligence. In the absence of willful misfeasance, bad faith,
negligence, or reckless disregard of the obligations or duties hereunder on
the
part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability
to
the Trust, the Fund, any shareholder of the Fund, or the Advisor for any act
or
omission in the course of, or connected with, rendering services hereunder
or
for any losses that may be sustained in the purchase, holding or sale of any
security by the Portfolio. Notwithstanding the foregoing, U.S.
federal and certain state securities laws impose liabilities under certain
circumstances on persons who have acted in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any rights which
the Trust, the Fund, any shareholder of the Fund or the Advisor may have under
any U.S. federal or state securities laws.
The
Sub-Advisor shall comply with all applicable laws and regulations in the
discharge of its duties under this Agreement; shall comply with the Investment
Guidelines; shall act at all times in connection with the performance of this
Agreement in the best interests of the Fund; and shall discharge its duties
with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of a similar enterprise.
The
Sub-Advisor shall not be deemed by virtue of this Agreement to have made any
representation or warranty that any level of investment performance or level
of
investment results will be achieved.
7.
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TERM
AND TERMINATION OF THIS AGREEMENT; NO
ASSIGNMENT
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(a) This
Agreement shall go into effect as to the Fund at the time the Fund commences
operations pursuant to an effective amendment to the Trust’s Registration
Statement under the Securities Act of 1933, as amended, and shall remain in
effect until for two years from the date hereof, unless sooner terminated as
hereinafter provided. This Agreement shall continue in effect
thereafter for additional periods not exceeding one (l) year so long as such
continuation is approved at least annually by (i) the Board of Trustees or
by
the vote of a majority of the outstanding voting securities of the Fund and
(ii)
the vote of a majority of the Trustees of the Trust who are not parties to
this
Agreement nor interested persons thereof, cast in person at a meeting called
for
the purpose of voting on such approval. The terms “majority of the outstanding
voting securities” and “interested persons” shall have the meanings as set forth
in the 1940 Act;
(b) This
Agreement may be terminated by the Trust on behalf of the Fund at any time
without payment of any penalty, by the Board of Trustees, by the Advisor, or
by
vote of a majority of the outstanding voting securities of the Fund without
the
payment of any penalties, upon sixty (60) days’ written notice to the
Sub-Advisor, and by the Sub-Advisor upon sixty (60) days’ written notice to the
Fund and the Advisor. In the event of a termination, the Sub-Advisor
shall cooperate in the orderly transfer of the Fund’s affairs and, at the
request of the Board of Trustees or the Advisor, transfer any and all books
and
records of the Fund maintained by the Sub-Advisor on behalf of the
Fund;
8
(c) Unless
otherwise agreed in writing by the Advisor and the Fund, this Agreement shall
terminate automatically in the event of any transfer or assignment thereof,
as
defined in the 1940 Act; and
(d) This
Agreement will also terminate in the event that the Investment Advisory
Agreement is terminated.
8. SERVICES
NOT EXCLUSIVE.
The
services of the Sub-Advisor to the Fund are not intended to be exclusive and
it
shall be free to render similar services to others so long as its services
hereunder are not impaired thereby. It is specifically understood
that directors, officers and employees of the Sub-Advisor and of its
subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment advisory
clients.
9. AGGREGATION
OF ORDERS.
Nothing
in this Agreement shall preclude the combination of orders for the sale or
purchase of securities for the Portfolio with those for other accounts managed
by the Sub-Advisor or its affiliates. When a security proposed to be
purchased or sold for the Portfolio is also to be purchased or sold for other
accounts managed by the Sub-Advisor at the same time, the Sub-Advisor may
aggregate such orders and shall allocate such purchases or sales on a pro-rata,
rotating or other equitable basis so as to avoid any one account being
systematically preferred over any other account.
10. NO
BORROWING.
The
Sub-Advisor agrees that neither it nor any of its officers or employees shall
borrow from the Fund or pledge or use the Fund's assets in connection with
any
borrowing not directly for the Fund's benefit. For this purpose, failure to
pay
any amount due and payable to the Fund for a period of more than thirty (30)
days shall constitute a borrowing.
11. AMENDMENT.
No
provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all parties.
12. NONPUBLIC
PERSONAL INFORMATION.
Notwithstanding
any provision herein to the contrary, the Sub-Advisor hereby agrees on behalf
of
itself and its directors, trustees, shareholders, officers, and employees (1)
to
treat confidentially and as proprietary information of the Fund (a) all records
and other information relative to the Fund’s prior, present, or potential
shareholders (and clients of said shareholders) and (b) any Nonpublic Personal
Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation
S-P”), promulgated under the Xxxxx-Xxxxx-Xxxxxx Act (the “G-L-B Act”), and (2)
except after prior notification to and approval in writing by the Trust, not
to
use such records and information for any purpose other than the performance
of
its responsibilities and duties hereunder, or as otherwise permitted by
Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy
policies adopted by the Trust and communicated in writing to the
Sub-Advisor. Such written approval shall not be unreasonably withheld
by the Trust and may not be withheld where the Sub-Advisor may be exposed to
civil or criminal contempt or other proceedings for failure to comply after
being requested to divulge such information by duly constituted
authorities. The Advisor acknowledges and understands that all books
and records of the Sub-Advisor are subject to inspection and copying by the
Securities and Exchange Commission and by the Financial Services
Authority.
9
13. ANTI-MONEY
LAUNDERING COMPLIANCE.
The
Sub-Advisor acknowledges that, in compliance with the Bank Secrecy Act, as
amended, the USA PATRIOT Act, and any implementing regulations thereunder
(together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy, a
current copy of which has been provided to the Sub-Advisor. The
Sub-Advisor agrees to comply with the Trust’s Anti-Money Laundering Policy and
the AML Laws, as the same may apply to the Sub-Advisor, now and in the
future. The Sub-Advisor further agrees to provide to the Trust and/or
the Fund’s administrator such reports, certifications and contractual assurances
as may be reasonably requested by the Trust. The Trust may disclose
information regarding the Sub-Advisor to governmental and/or regulatory or
self-regulatory authorities to the extent required by applicable law or
regulation and may file reports with such authorities as may be required by
applicable law or regulation.
14. INDEPENDENT
CONTRACTOR.
The
Sub-Advisor shall, for all purposes
herein, be deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized to do so herein or in a separate writing,
have
no authority to act for or represent the Advisor, the Trust or the Fund in
any
way, or in any way be deemed an agent for the Advisor, the Trust or the
Fund.
15. NOTICES.
Notices
and other communications required or permitted under this Agreement shall be
in
writing, shall be deemed to be effectively delivered when actually received,
and
may be delivered by US mail (first class, postage prepaid), by facsimile
transmission, by hand or by commercial overnight delivery service, addressed
as
follows:
ADVISOR:
Envestnet
Asset Management, Inc.
00
X
Xxxxxx Xxxxx
Xxxxx
0000
Xxxxxxx,
XX 00000
Attn: General Counsel
10
SUB-ADVISOR:
Pictet
Asset Management Limited
Xxxx
Xxxxx, Xxxxx 00
000
Xxxxxx Wall
Xxxxxx
XX0X
0XX
Xxxxxx
Xxxxxxx
Attn:
Xxxx Xxxxxxx
FUND:
On
behalf of the PMC International
Equity Fund
000
Xxxx Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxx X. Spearo
16. GOVERNING
LAW.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Wisconsin without giving effect to the conflict of laws principles
thereof; provided that nothing herein shall be construed to preempt, or to
be
inconsistent with, any federal law, regulation or rule, including the 1940
Act
and the Advisers Act and any rules and regulations promulgated
thereunder.
17. ASSIGNMENT.
This
Agreement may not be assigned by any party, either in whole or in part, without
the prior written consent of each other party.
18. MULTIPLE
ORIGINALS.
This
Agreement may be executed on two or more counterparts, each of which when
so
executed shall be deemed to be an original, but such counterparts shall
together
constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
ENVESTNET
ASSET MANAGEMENT, INC.
By:
/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Chief
Investment Officer
PICTET
ASSET MANAGEMENT LIMITED
By:
/s/ Xxxxxxxxx Xxxxxx
Name:
Xxxxxxxxx Xxxxxx
Title: Director
By:
/s/ Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title: Director
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SCHEDULE
A
FEES
Series
of Trust for Professional Managers and Annual Fee Rate
EAFE
Equity
50
bps on the first $50 million current net assets (accrued
daily) of the Portfolio
47
bps on the next $100 million current net assets (accrued
daily) of the Portfolio
43
bps after $150 million current net assets (accrued daily)
of the Portfolio
12