INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit 99.(d)(7)
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made this 13th day of March, 2025, by and between Invesco Capital Management LLC (the “Adviser”), a Delaware limited liability company, and Invesco Advisers, Inc. (the "Sub-Adviser"), a Delaware limited liability company.
RECITALS
WHEREAS, Invesco Managed Futures Strategy Cayman Ltd. (the “Company”) is incorporated as an Exempted Company under The Companies Act (As Revised) of the Cayman Islands;
WHEREAS, the Adviser and the Sub-Adviser are registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act''), as investment advisers and engage in the business of acting as investment advisers;
WHEREAS, the Adviser provides advisory services to the Company pursuant to an investment advisory agreement between the Company and the Adviser (the “Cayman Advisory Agreement”), which permits the Adviser to delegate any or all of its rights, duties and obligations under the Cayman Advisory Agreement to one or more sub-advisers.
WHEREAS, the Adviser and Sub-Adviser desire to enter into this agreement for the Sub-Adviser to provide for investment sub-advisory services to the Company upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Sub-Advisory Services. The Sub-Adviser shall act as investment sub-advisor for the Company and shall, in such capacity, supervise all aspects of the Company's operations, including the investment and reinvestment of cash, securities or other properties comprising the Company's assets, subject at all times to the policies and control of the Directors of the Company and subject to the oversight of the Adviser. The Sub-Adviser shall give the Company the benefit of its best judgment, efforts and facilities in rendering its services as investment sub-advisor.
2. Investment Analysis and Implementation. In carrying out its obligations under Section 1 hereof, the Sub-Adviser shall:
(a) supervise all aspects of the operations of the Company;
(b) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Company, and whether concerning the individual issuers whose securities are included in the assets of the Company or the activities in which such issuers engage, or with respect to securities, commodities,
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derivatives and/or other financial assets which the Sub-Adviser considers desirable for inclusion in the Company's assets;
(c) determine which issuers and securities, commodities, derivatives, and/or other financial assets shall be represented in the Company's investment portfolio and regularly report thereon to the Directors of the Company;
(d) formulate and implement continuing programs for the purchases and sales of the securities, commodities, derivatives and/or other financial assets of such issuers and regularly report thereon to the Directors of the Company; and
(e) take, on behalf of the Company, all actions which appear to the Company necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including but not limited to the placing of orders for the purchase and sale of securities, commodities, derivatives and/or other financial assets for the Company.
3. Independent Contractors. The Sub-Adviser 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 represent the Adviser or the Company in any way or otherwise be deemed to be an agent of the Adviser or the Company.
4. Control by Directors of the Company. Any investment program undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Company, shall at all times be subject to any directives of the Directors of the Company and the oversight of the Adviser.
5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times conform to:
(a) all applicable provisions of the Advisers Act and any rules and regulations adopted thereunder;
(b) the provisions of the Company's Memorandum of Association, as the same may be amended from time to time;
(c) the provisions of the Company's Articles of Association, as the same may be amended from time to time; and
(d) any other applicable provisions of state, federal or foreign law.
6. Broker-Dealer Relationships. The Sub-Adviser is responsible for decisions to buy and sell securities, commodities, derivatives and/or other financial assets for the Company, broker-dealer selection, and negotiation of brokerage commission rates.
(a) The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution.
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(b) In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser will take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Company on a continuing basis. Accordingly, the price to the Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the fund execution services offered.
(c) Subject to such policies as the Directors of the Company may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Company to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a fund investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Company, and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Company to such brokers and dealers who also provide research or statistical material, or other services to the Company, to the Sub-Adviser, or to any sub-advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Directors of the Company indicating the brokers to whom such allocations have been made and the basis therefor.
(d) With respect to the Company, in making decisions regarding broker-dealer relationships, the Sub-Adviser may take into consideration any research services provided to the Sub-Adviser by broker-dealers.
(e) Subject to the other provisions of this Section 7, the Advisers Act, the Securities Exchange Act of 1934, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the SEC, any exemptive orders issued by the SEC, and any other applicable provisions of law, the Sub-Adviser may select brokers or dealers with which it or the Company are affiliated.
7. Compensation. The compensation that the Adviser shall pay the Sub-Adviser is set forth in Appendix A attached hereto.
8. Expenses of the Company. All of the ordinary business expenses incurred in the operations of the Company and the offering of its shares shall be borne by the Company unless specifically provided otherwise in this Agreement. These expenses borne by the Company include but are not limited to brokerage commissions, taxes, legal, accounting,
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auditing, or governmental fees, the cost of preparing share certificates, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, any expenses of registering and qualifying shares for sale, expenses relating to Directors and shareholder meetings, and the cost of preparing and distributing any reports and notices to shareholders.
9. Services to Other Companies or Accounts. The Adviser understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or advisor to fiduciary and other managed accounts, and as investment manager or advisor to other investment companies, including any offshore entities, or accounts, and the Adviser has no objection to the Sub-Adviser so acting, provided that whenever the Company and one or more other investment companies or accounts managed or advised by the the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Adviser recognizes that in some cases this procedure may adversely affect the size of the positions obtainable and the prices realized for the Company.
10. Non-Exclusivity. The Adviser understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. The Adviser further understands and agrees that officers or directors of the Sub-Adviser may serve as officers or directors of the Adviser or the Company, and that officers or directors of the Company or the Adviser may serve as officers or directors of the Sub-Adviser to the extent permitted by law; and 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 or directors of any other firm, including other investment advisory companies.
11. Effective Date, Term and Approval. This Agreement shall become effective on the date of this Agreement (the "Effective Date"). This Agreement shall thereafter continue in force and effect until its termination, or under the conditions set forth in Section 12 hereof.
12. Termination. This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board of Directors or by vote of a majority of the outstanding voting securities of the Company, or by the Sub-Adviser, on sixty (60) days' written notice to the other party. The notice provided for herein may be waived by the party entitled to receipt thereof. Additionally, this Agreement shall terminate automatically in the event that the Amended and Restated Investment Sub-Advisory Agreement (the "Parent Fund Agreement'') by and among the Sub-Adviser, certain other affiliates, and the Adviser, regarding the provision of services to the Invesco Actively Managed Exchange-Traded Commodity Fund Trust (the " Trust'') and the Invesco Managed Futures Strategy ETF (the “ETF”), a series of the Trust, is terminated either by assignment or as otherwise permitted by the terms of the Parent Fund Agreement.
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13. Company Representations. The Adviser represents that the Company is a qualified “qualified eligible person” as defined the Commodity Futures Trading Commission’s Regulation 4.7.
14. Amendment. No amendment of this Agreement shall be effective unless it is in writing and signed by the party against which enforcement of the amendment is sought.
15. Liability of the Sub-Adviser and Company. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser or any of its officers, directors or employees, the Sub-Adviser shall not be subject to liability to the Adviser or the Company or to any shareholder of the Company 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.
16. Notices. Any notices under this Agreement shall be in writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Company and the Adviser shall be ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and the address of the Sub-Adviser shall be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
17. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Advisers Act shall be resolved by reference to such term or provision of the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the Advisers Act reflected in any provision of the Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order. Subject to the foregoing, this Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Illinois.
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers on the day and year first written above.
| Invesco Advisers, Inc. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Senior Vice President and Secretary | ||
| Invesco Capital Management, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: Secretary | ||
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APPENDIX A
The sub-advisory fee, to be computed daily and paid monthly, shall be equal to (i) 40% of the monthly compensation that the Adviser receives from the Company pursuant to its advisory agreement with the Company. This fee shall be payable on or before the last business day of the next succeeding calendar month. In no event shall the aggregate monthly fees paid to the Sub-Adviser under this Agreement exceed 40% of the monthly compensation that the Adviser receives from the Company pursuant to its advisory agreement with the Company.