INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT
made as of the 26th day of
June, 2007,
by and among Deutsche Investment Management Americas Inc., a Delaware
corporation located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (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 Large Cap Growth Fund, the PMC Large Cap Value Fund and the PMC Small
Cap Core Fund (each to be separately defined as the “Fund”) are
each 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
Advisor hereby appoints Sub-Advisor, and the Sub-Advisor hereby accepts
the appointment, on the terms herein set forth and for the compensation
herein provided, to act as investment sub-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 by this Agreement or otherwise in
writing
by the Trust and the Advisor, have no authority to act for or be
deemed an
agent of the Trust or the Fund.
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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, if it has not already done so, will
provide 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 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 by the Sub-Advisor pursuant
to
Rule 17j-1 and reasonable
access to the Sub-Advisor’s Chief Compliance Officer in connection with the
Advisor’s examination of such reports..
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 to and
reasonable request, 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 written policies and procedures.
(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 under
the Investment Advisory Agreement to appoint the Sub-Advisor and that such
appointment is authorized by the respective governing documents of the Advisor
and the Trust.
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.
2
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 (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 in effect from time to time. 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 Fund and the cash requirements
of,
and cash available for investment in, the Fund.
The
Advisor will timely provide the Sub-Advisor with copies of monthly accounting
statements for the Fund, 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 Trust’s registration statement,
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 Fund’s
investment objectives, policies and restrictions as stated in the
Prospectus.
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 the Advisor, upon prior written
notice to the Sub-Advisor, has the right at any time 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 a PMC Fund (“defined below”), it will not consult with any other
sub-advisor to the Fund, any sub-advisor to a separate series of the Trust
for
which the Advisor serves as investment advisor (a “PMC Fund”), or with any
sub-advisor to a PMC Fund, including the Fund, that is a principal underwriter
to a PMC Fund or an affiliated person of such principal underwriter; and (ii)
its responsibility in providing investment advisory services to the Fund shall
be limited solely to that portion of the Portfolio.
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 Portfolio’s
investments and investment
policies;
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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 Advisor, to
the
extent not maintained by the Advisor or another agent of the Fund,
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 Advisor copies of any such records upon the Advisor’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. Eastern time the following business day, provide the Custodian
with copies of trade tickets for each transaction effected for the
Portfolio, provide copies to the Advisor upon request, and promptly
forward to the Custodian copies of all brokerage or dealer
confirmations;
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(g)
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as
soon as practicable upon request of the Advisor, following the end
of each
calendar month, provide the Advisor with written statements showing
all
transactions effected for the Portfolio during the month, a summary
listing all investments held in the Portfolio as of the last day
of the
month, and such other information as the Advisor may reasonably request
in
connection with any accounting services that the Advisor or its agents
provide for the Portfolio. 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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4
(h)
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absent
specific 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 Portfolio 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,
provided, however, that such voting or abstention, as applicable,
shall be
in accordance with the Sub-Advisor’s proxy voting policy as currently in
effect., 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 reasonable 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 on behalf of the Portfolio or in key personnel
who
have responsibility for 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 anticipated material changes in its ownership
within a
reasonable time prior to such changes;
and
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(l)
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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 it 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 third-party audits arranged by the Trust to evaluate the
effectiveness of it compliance controls; and (iii) providing the
Trust’s
chief compliance officer with direct access to its compliance personnel;
(iv) providing the Trust’s chief compliance officer with periodic reports;
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 shall assume the expense of:
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(a)
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brokerage
commissions for transactions in the portfolio investments of the
Fund 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
Portfolio, the Sub-Advisor shall be responsible for (i) providing the personnel,
office space and equipment reasonably necessary for the performance of its
duties under this Agreement, (ii) upon written agreement between the Fund and
the Sub-Advisor, the costs of any special Board of Trustees meetings or
shareholder meetings convened for the primary benefit of the Sub-Advisor, and
(iii) any expenses of a proxy solicitation due to a change of 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 Portfolio 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
quarterly, as soon as practicable after the last day of each calendar
quarter. In the case of termination of this Agreement with respect to
the Fund during any calendar month, the fee with respect to such Portfolio
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.
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PORTFOLIO
TRANSACTIONS.
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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 the best available price and most favorable execution with
respect to all such purchases and sales of portfolio securities for said
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 Fund.
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 purchases and sales.
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
Fund, (ii) to deliver securities and other property against payment for the
Fund, 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.
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LIABILITY;
STANDARD OF CARE.
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The
Sub-Advisor, its affiliates, agents 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 Trust’s, 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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(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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7
except
for any such liability or loss which is due to the negligence, willful
misconduct, or bad faith of the Sub-Advisor, 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.
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
policies, guidelines and restrictions of the Fund; shall act at all times in
accordance with its fiduciary obligations with respect to 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 after its due execution
by the parties hereto and 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 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 for the Fund 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;
(c) This
Agreement shall terminate automatically in the event of any transfer or
assignment thereof, as such terms are defined in the 1940 Act; and
(d) This
Agreement will also terminate in the event that the Investment Advisory
Agreement is terminated.
8
8.
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SERVICES
NOT EXCLUSIVE.
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The
services of the Sub-Advisor to the Fund are not to be deemed exclusive and
it
shall be free to render similar services to others. 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.
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AGGREGATION
OF ORDERS.
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Nothing
in this Agreement shall preclude the combination of orders for the sale or
purchase of securities of 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.
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NO
BORROWING.
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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 or in furtherance of the
Sub-Advisor’s duties hereunder. The foregoing shall not be construed as barring
or prohibiting the Sub-Advisor or its officers or employees from making
investments that are consistent with the investment guidelines and
policies described in the Fund’s currently effective Prospectus and
Statement of Additional Information, or otherwise performing its duties as
set
forth in this Agreement.
11.
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AMENDMENT.
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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.
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NONPUBLIC
PERSONAL INFORMATION.
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Notwithstanding
any provision herein to the contrary, the Sub-Advisor hereto 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. The Sub-Advisor may disclose such information if 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. In addition, the Sub-Advisor may disclose such
information to governmental and/or regulatory or self-regulatory authorities
to
the extent required by applicable law or regulation.
9
Each
party agrees that it shall hold in strict confidence all data and information
obtained from another party hereto (unless such information is or becomes
readily ascertainable from public or published information or trade sources)
and
shall ensure that its officers, employees and authorized representatives do
not
disclose such information to others without the prior written consent of the
party from whom it was obtained, unless such disclosure is required by the
SEC,
other regulatory body with applicable jurisdiction, or the Trust’s auditors, or
in the opinion of its counsel, applicable law, and then only with as much prior
written notice to the other party as is practicable under the
circumstances.
13.
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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 Sub-Advisor has adopted an Anti-Money Laundering
Policy. The Sub-Advisor agrees to comply with the Sub-Advisor’s
Anti-Money Laundering Policy and the AML Laws, as the same may apply to the
Sub-Advisor, now and during the term of this Agreement. The Sub-Advisor agrees
to comply with its Anti-Money Laundering Policy in its performance of its duties
under this Agreement for the term of this Agreement. Sub-Advisor agrees to
provide the Trust and/or the Fund’s administrator reasonable access to person(s)
responsible for Sub-Advisor’s AML compliance should any concerns or questions
arise. 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.
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NOTICES.
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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
SUB-ADVISOR:
Deutsche
Investment Management Americas Inc.
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
10
On
behalf
of the
PMC
Large
Cap Growth Fund
PMC
Large
Cap Value Fund
PMC
Small
Cap Core Fund
000
Xxxx
Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxxx X. Spearo
15. 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.
16. 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.
17. 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:
____________
Name:
____________
Title: ____________
DEUTSCHE
INVESTMENT MANAGEMENT AMERICAS INC.
By:
____________
Name:
_________
Title: __________
11
SCHEDULE
A
FEES
Series
of Trust for Professional Managers
|
Annual
Fee Rate
|
PMC
Large Cap Growth Fund
|
0.35%
of average current net assets on the first $100 million
0.30%
of average current net assets on the assets after the first $100
million
|
PMC
Large Cap Value Fund
|
0.35%
of average current net assets on the first $100 million
0.30%
of average current net assets on the assets after the first $100
million
|
PMC
Small Cap Core Fund
|
0.40%
of average current net assets on the first $100 million
0.35%
of average current net assets on the assets after the first $100
million
|
12