SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (the "Agreement") made as of this 1(st) day of
November, 2016 by and between Fiera Capital Inc., a Delaware corporation with
its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇(▇▇) ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ (the "Adviser"), and Acadian Asset Management LLC, a Delaware limited
liability company with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Sub-Adviser").
W I T N E S E T H
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND III (the "Trust") on
behalf of the series set forth on Schedule A to this Agreement (the "Fund") and
pursuant to the provisions of the Interim Investment Advisory Agreement dated as
of September 1, 2016 between the Adviser and the Fund (the "Management
Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment
adviser of the Fund and to provide certain related services, as more fully set
forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Adviser and the Sub-Adviser do hereby agree as follows:
1. THE SUB-ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser
shall act as sub-investment adviser with respect to the Fund. In such
capacity, the Sub-Adviser shall, subject to the supervision of the Adviser
and the Board, regularly provide the Fund with investment research, advice
and supervision and shall furnish continuously an investment program for
such Fund assets as may be allocated by the Adviser to the Sub-Adviser (the
"Assets"), consistent with the investment objectives and policies of the
Fund. The Sub-Adviser shall determine, from time to time, what investments
shall be purchased for the Fund and what such securities shall be held or
sold by the Fund, subject always to the provisions of the Trust's Agreement
and Declaration of Trust, By-Laws and its registration statement on Form
N-1A (the "Registration Statement") under the Investment Company Act of
1940, as amended (the "1940 Act"), and under the Securities Act of 1933, as
amended (the "1933 Act"), covering Fund shares, as filed with the
Securities and Exchange Commission (the "Commission"), and to the
investment objectives, policies and restrictions of the Fund, as each of
the same shall be from time to time in effect. To carry out such
obligations, the Sub-Adviser shall, with respect to the Assets, exercise
full discretion and act for the Fund in the same manner and with the same
force and effect as the Fund itself might or could do with respect to
purchases, sales or other transactions, as well as with respect to all
other such things necessary or incidental to the furtherance or conduct of
such purchases, sales or other transactions. Notwithstanding the foregoing,
the Sub-Adviser shall, upon written instructions from the Adviser, effect
such portfolio transactions for the Fund as the Adviser may from time to
time direct; provided however, that the Sub-Adviser shall not be
responsible for any such
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portfolio transactions effected upon written instructions from the Adviser.
No reference in this Agreement to the Sub-Adviser having full discretionary
authority over the Fund's investments, with respect to the Assets, shall in
any way limit the right of the Adviser, in its sole discretion, to
establish or revise policies in connection with the management of the
Fund's assets or to otherwise exercise its right to control the overall
management of the Fund's assets.
(b) COMPLIANCE. The Sub-Adviser agrees to comply with the requirements
of the 1940 Act, the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the respective
rules and regulations thereunder, as applicable, as well as with all other
applicable federal and state laws, rules, regulations and case law that
relate to the services and relationships described hereunder and to the
conduct of its business as a registered investment adviser. The Sub-Adviser
also agrees to comply with the objectives, policies and restrictions set
forth in the Registration Statement, as amended or supplemented, of the
Fund, and with any policies, guidelines, instructions and procedures
approved by the Board or the Adviser and provided to the Sub-Adviser. In
selecting the Fund's portfolio securities and performing the Sub-Adviser's
obligations hereunder, the Sub-Adviser shall cause the Fund to comply with
the diversification and source of income requirements of Subchapter M of
the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company. The Sub-Adviser shall
maintain compliance procedures that it reasonably believes are adequate to
ensure the compliance with the foregoing, including in accordance with the
requirements of Rules 38a-1 and 17j-1 under the 1940 Act and Rule 206(4)-7
under the Advisers Act. No supervisory activity undertaken by the Adviser
shall limit the Sub-Adviser's full responsibility for any of the foregoing.
(c) PROXY VOTING. The Sub-Adviser shall: (i) vote (or elect not to
vote) all proxies solicited by or with respect to the issuers of securities
in which the Assets may be invested in accordance with the Sub-Adviser's
proxy voting policies and procedures, as presented to the Trust, and
applicable law; (ii) maintain records of all proxies voted on behalf of the
Fund in respect of the Assets; and (iii) provide information to the Trust,
Adviser or their designated agent in a manner that is sufficiently complete
and timely to ensure the Trust's compliance with its filing obligations
under Rule 30b1-4 of the 1940 Act.
The Sub-Adviser is authorized to instruct the Fund's custodian and/or
broker(s) to forward promptly to the Sub-Adviser or designated service
provider copies of all proxies and shareholder communications relating to
securities held in the portfolio of a Fund (other than materials relating
to legal proceedings against the Fund). The Sub-Adviser may also instruct
the Fund's custodian and/or broker(s) to provide reports of holdings in the
portfolio of the Fund. The Sub-Adviser has the authority to engage a
service provider to provide proxy voting services subject to the
Sub-Adviser's oversight. The Trust shall direct the Fund's custodian and/or
broker(s) to provide any assistance requested by the Sub-Adviser in
facilitating the use of a service provider. In no event shall the
Sub-Adviser have any responsibility to vote proxies that are not received
on a timely basis.
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The Trust acknowledges that the Sub-Adviser, consistent with the
Sub-Adviser's written proxy voting policies and procedures, may refrain
from voting a proxy if, in the Sub-Adviser's discretion, refraining from
voting would be in the best interests of the Fund and its shareholders.
(d) RECORDKEEPING. The Sub-Adviser shall not be responsible for the
provision of custodial, administrative, bookkeeping or accounting services
to the Fund, except as otherwise provided herein or as may be necessary for
the Sub-Adviser to supply to the Adviser, the Trust or its Board the
information required to be supplied under this Agreement. The Sub-Adviser
will not maintain the official Fund records.
The Sub-Adviser shall maintain separate books and detailed records of
all matters pertaining to the Assets required by Rule 31a-1 under the 1940
Act and by Rule 204-2 under the Advisers Act (other than those records
being maintained by the Adviser, or any administrator, custodian or
transfer agent appointed by the Fund) relating to its responsibilities
provided hereunder with respect to the Fund, and shall preserve such
records for the periods and in a manner prescribed therefore by Rule 31a-2
under the 1940 Act (the "Fund Books and Records"). The Fund Books and
Records shall be available to the Adviser and the Board at any time upon
request delivered to the Trust upon the termination of this Agreement and
shall be available without delay during any day the Trust is open for
business.
(e) HOLDINGS INFORMATION AND PRICING. The Sub-Adviser shall provide
regular reports regarding the Fund's holdings, and may, on its own
initiative, furnish the Adviser, the Trust and its Board from time to time
with whatever information the Sub-Adviser believes is appropriate for this
purpose. The Sub-Adviser agrees to notify the Adviser and the Board
promptly if the Sub-Adviser reasonably believes that the value of any
security held by a Fund may not reflect fair value. The Sub-Adviser agrees
to provide upon request any pricing information of which the Sub-Adviser is
aware to the Adviser, Trust, its Board and/or any Fund pricing agent to
assist in the determination of the fair value of any Fund holdings for
which market quotations are not readily available or as otherwise required
in accordance with the 1940 Act or the Fund valuation procedures for the
purpose of calculating the Trust's net asset value in accordance with
procedures and methods established by the Board. Notwithstanding the above,
the Sub-Adviser will not be considered a pricing source.
(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The
Sub-Adviser agrees to: (i) cooperate with and provide reasonable assistance
to the Adviser, the Trust and any Trust custodian or foreign
sub-custodians, any Trust pricing agents and all other agents and
representatives of the Adviser and the Trust with respect to such
information regarding the Fund as such entities may reasonably request from
time to time in the performance of their obligations, (ii) provide prompt
responses to reasonable requests made by such persons and (iii) establish
appropriate interfaces with each so as to promote the efficient exchange of
information and compliance with applicable laws and regulations.
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(g) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its duties
and obligations under this Agreement, the Sub-Adviser shall not consult
with any other sub-adviser to the Fund or a sub-adviser to a portfolio that
is under common control with the Fund concerning transactions for the Fund,
except as permitted by the policies and procedures of the Fund. The
Sub-Adviser shall not provide investment advice to any assets of the Fund
other than the assets managed by the Sub-Adviser.
2. CODE OF ETHICS. The Sub-Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it has provided to the Adviser and the Trust. The
Sub-Adviser shall ensure that its Access Persons (as defined in the
Sub-Adviser's Code of Ethics) comply in all material respects with the
Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the
Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current
Code of Ethics, as in effect from time to time, and (ii) a certification that it
has adopted procedures reasonably necessary to prevent Access Persons from
engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics.
Annually, the Sub-Adviser shall furnish a written report, which complies with
the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to
the Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for
information from the Adviser and the Trust as to material violations of the Code
by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser
shall immediately notify the Adviser and the Trust of any material violation of
the Code, whether or not such violation relates to a security held by any Fund.
3. INFORMATION AND REPORTING. The Sub-Adviser shall provide the Adviser,
the Trust, and their respective officers with such periodic reports concerning
the obligations the Sub-Adviser has assumed under this Agreement as the Adviser
and the Trust may from time to time reasonably request.
(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser shall
notify the Trust's Chief Compliance Officer and Adviser immediately upon
detection of (i) any material failure to manage any Fund in accordance with
its investment objectives and policies or any applicable law; or (ii) any
material breach of any of the Fund's or the Adviser's policies, guidelines
or procedures. In addition, the Sub-Adviser shall provide a quarterly
report regarding the Fund's compliance with its investment objectives and
policies, applicable law, including, but not limited to the 1940 Act and
Subchapter M of the Code, and the Fund's and the Adviser's policies,
guidelines or procedures as applicable to the Sub-Adviser's obligations
under this Agreement. The Sub-Adviser acknowledges and agrees that the
Adviser may, in its discretion, provide such quarterly compliance
certifications to the Board. The Sub-Adviser agrees to correct any such
failure promptly and to take any action that the Board and/or the Adviser
may reasonably request in connection with any such breach. Upon request,
the Sub-Adviser shall also provide the officers of the Trust with
supporting certifications in connection with certifications of Fund
financial statements and disclosure controls pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇
Act. The Sub-Adviser will promptly notify the Trust in the event (i) the
Sub-Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board, or body,
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involving the affairs of the Trust (excluding class action suits in which a
Fund is a member of the plaintiff class by reason of the Fund's ownership
of shares in the defendant) or the compliance by the Sub-Adviser with the
federal or state securities laws or (ii) an actual change in control of the
Sub-Adviser resulting in an "assignment" (as defined in the 1940 Act) has
occurred or is otherwise proposed to occur.
(b) INSPECTION. Upon reasonable request and with reasonable notice,
the Sub-Adviser agrees to make its records and premises (including the
availability of the Sub-Adviser's employees for interviews), to the extent
that they relate to the conduct of services provided to the Fund or the
Sub-Adviser's conduct of its business as an investment adviser, reasonably
available for compliance audits by the Adviser or the Trust's officers,
employees, accountants or counsel; in this regard, the Trust and the
Adviser acknowledge that the Sub-Adviser shall have no obligation to make
available proprietary information unrelated to the services provided to the
Fund or any information related to other clients of the Sub-Adviser, except
to the extent necessary for the Adviser to confirm the absence of any
conflict of interest and compliance with any laws, rules or regulations in
the management of the Fund. Each party will be responsible for their own
costs related to any such inspection.
(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide
the Adviser and Trust with any information reasonably requested regarding
its management of the Fund required for any meeting of the Board, or for
any shareholder report, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR,
amended registration statement, proxy statement, or prospectus supplement
to be filed by the Trust with the Commission. The Sub-Adviser will make its
officers and employees available to meet with the Board from time to time
on due notice to review its investment management services to the Fund in
light of current and prospective economic and market conditions and shall
furnish to the Board such information as may reasonably be necessary in
order for the Board to evaluate this Agreement or any proposed amendments
thereto.
(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the
Adviser and the Trust such information concerning portfolio transactions as
may be necessary to enable the Adviser, Trust or their designated agents to
perform such compliance testing on the Fund and the Sub-Adviser's services
as the Adviser and the Trust may, in their sole discretion, determine to be
appropriate. The provision of such information by the Sub-Adviser to the
Adviser, Trust or their designated agents in no way relieves the
Sub-Adviser of its own responsibilities under this Agreement.
4. BROKERAGE.
(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
securities for the account of a Fund, neither the Sub-Adviser nor any of
its directors, officers or employees will act as a principal or agent or
receive any commission except as permitted by the 1940 Act.
(b) PLACEMENT OF ORDERS. The Sub-Adviser shall arrange for the placing
of all orders for the purchase and sale of securities for a Fund's account
with brokers or dealers
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selected by the Sub-Adviser. In the selection of such brokers or dealers
and the placing of such orders, the Sub-Adviser is directed at all times to
seek for a Fund best execution and net price available under the
circumstances. It is also understood that it is desirable for the Fund that
the Sub-Adviser have access to brokerage and research services provided by
brokers who may execute brokerage transactions at a higher cost to the Fund
than may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Fund with such brokers, subject to
review by the Adviser and the Board from time to time with respect to the
extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Sub-Adviser in
connection with its or its affiliates' services to other clients.
(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-Adviser deems
the purchase or sale of a security to be in the best interest of a Fund as
well as other clients of the Sub-Adviser, the Sub-Adviser may, to the
extent permitted by applicable law and regulations, aggregate the order for
securities to be sold or purchased. In such event, the Sub-Adviser will
allocate securities or futures contracts so purchased or sold, as well as
the expenses incurred in the transaction, in the manner the Sub-Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to a Fund and to such other clients under the circumstances.
(d) AFFILIATED BROKERS. The Sub-Adviser or any of its affiliates may
act as broker in connection with the purchase or sale of securities or
other investments for a Fund, subject to: (a) the requirement that the
Sub-Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in a Fund's current
Registration Statement; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and (e)
other provisions of applicable law. These brokerage services are not within
the scope of the duties of the Sub-Adviser under this Agreement. Subject to
the requirements of applicable law and any procedures adopted by the Board,
the Sub-Adviser or its affiliates may receive brokerage commissions, fees
or other remuneration from a Fund for these services in addition to the
Sub-Adviser's fees for services under this Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Sub-Adviser to take
or receive physical possession of cash, securities or other investments of a
Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. During the term of this Agreement,
Sub-Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities (including
brokerage commissions, if any) purchased for the Assets and investment-related
expenses reasonably incurred by the Sub-Adviser that are directly related to
portfolio transactions and positions for the Assets (including direct expenses
associated with the investments of the assets, transfer taxes and premiums,
taxes withheld on foreign dividends, investment-related interest expense,
borrowing charges on securities sold short, dividends on securities sold but not
yet purchased and margin fees). The Sub-Adviser shall be responsible for all the
costs associated with any special meetings of the Board or
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shareholders convened as a result of a change in control of the Sub-Adviser
resulting in an assignment of this Agreement under the 1940 Act (including, but
not limited to, the legal fees associated with preparing a prospectus
supplement or proxy statement and associated mailing and solicitation costs).
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) PROPERLY REGISTERED. The Sub-Adviser is registered as an
investment adviser under the Advisers Act, and will remain so registered
for the duration of this Agreement. The Sub-Adviser is not prohibited by
the Advisers Act or the 1940 Act from performing the services contemplated
by this Agreement, and to the best knowledge of the Sub-Adviser, there is
no proceeding or investigation that is reasonably likely to result in the
Sub-Adviser being prohibited from performing the services contemplated by
this Agreement. The Sub-Adviser agrees to promptly notify the Trust of the
occurrence of any event that would disqualify the Sub-Adviser from serving
as an investment adviser to an investment company. The Sub-Adviser is in
compliance in all material respects with all applicable federal and state
law in connection with its investment management operations.
(b) ADV DISCLOSURE. The Sub-Adviser has provided the Trust with a copy
of Part I of its Form ADV as most recently filed with the Commission and
its Part 2A as most recently updated and will, promptly after filing any
amendment to its Form ADV with the Commission or updating its Part 2A,
furnish a copy of such amendments or updates to the Trust. The information
contained in the Adviser's Form ADV is accurate and complete in all
material respects and does not omit to state any material fact necessary in
order to make the statements made, in light of the circumstances under
which they were made, not misleading. The Trust agrees to accept all copies
of Form ADV via electronic delivery.
(c) FUND DISCLOSURE DOCUMENTS. The Sub-Adviser has reviewed and will
in the future review, the Registration Statement, summary prospectus,
prospectus, statement of additional information, periodic reports to
shareholders, reports and schedules filed with the Commission (including
any amendment, supplement or sticker to any of the foregoing) and
advertising and sales material relating to the Fund (collectively the
"Disclosure Documents") within a reasonable time following any such
material being furnished to the Sub-Adviser by the Trust or the Trust's
service providers and represents and warrants, solely with respect to
information related to the Sub-Adviser or its services provided to the
Fund, that such Disclosure Documents contain or will contain no untrue
statement of any material fact and do not and will not omit any statement
of material fact required to be stated therein or necessary to make the
statements therein not misleading.
(d) INSURANCE. The Sub-Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide prior written
notice to the Trust (i) of any material changes in its insurance policies
or insurance coverage; or (ii) if any material claims will be made on its
insurance policies. Furthermore, the Sub-Adviser
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shall, upon reasonable request, provide the Trust with certificates of
insurance concerning the amount of or scope of such insurance.
(e) NO DETRIMENTAL AGREEMENT. The Sub-Adviser represents and warrants
that it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Sub-Adviser with respect to
its selection of securities for a Fund, and that all selections shall be
done in accordance with what is in the best interest of the Fund.
(f) CONFLICTS. The Sub-Adviser shall act honestly, in good faith and
in the best interests of the Trust including requiring any of its personnel
with knowledge of Fund activities to place the interest of the Fund first,
ahead of their own interests, in all personal trading scenarios that may
involve a conflict of interest with the Fund, consistent with its fiduciary
duties under applicable law.
(g) REPRESENTATIONS. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is executed
and at the time of delivery of the quarterly compliance report required by
Section 3(a), whether or not specifically referenced in such report.
(h) REPRESENTATIONS OF THE ADVISER. The Adviser represents, warrants
and agrees that: (i) 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; (ii) it is registered as an investment
adviser under the Advisers Act and will continue to be so registered during
the term of this Agreement; (iii) it is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement and will promptly notify the Sub-Adviser of the occurrence of any
event that would disqualify the Adviser from serving as an investment
adviser to the Fund pursuant to Section 9(a) of the 1940 Act or other
applicable law, rule or regulation; and (iv) it has received a copy of the
Sub-Adviser's Part I of its Form ADV as most recently filed with the
Commission and its Part 2A as most recently updated and will, promptly
after filing any amendment to its Form ADV with the Commission or updating
its Part 2A, furnish a copy of such amendments or updates to the Trust.
8. USE OF NAMES AND LOGOS. The Sub-Adviser hereby consents to the use of
its name in the Trust's Disclosure Documents and shareholder communications and,
subject to the prior written consent of the Sub-Adviser, in advertising, sales
literature and similar communications, which consent shall not be unreasonably
withheld. The Sub-Adviser shall not use the name or any tradename, trademark,
trade device, service ▇▇▇▇, symbol or any abbreviation, contraction or
simulation thereof of the Adviser, the Trust, the Fund or any of their
affiliates in its marketing materials unless it first receives prior written
approval of the Adviser, except as required by law or regulation. It is
understood that the name of each party to this Agreement, and any derivatives
thereof or logos associated with that name, is the valuable property of the
party in question and its affiliates, and that each other party has the right to
use
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such names pursuant to the relationship created by, and in accordance with the
terms of, this Agreement only so long as this Agreement shall continue in
effect. Upon termination of this Agreement, the parties shall forthwith cease
to use the names of the other parties (or any derivative or logo) as
appropriate and to the extent that continued use is not required by applicable
laws, rules and regulations.
9. SUB-ADVISER'S COMPENSATION. The Adviser shall pay to the Sub-Adviser, as
compensation for the Sub-Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the
Adviser. A Fund shall have no responsibility for any fee payable to the
Sub-Adviser.
The Sub-Adviser will be compensated based on the portion of Fund assets
allocated to the Sub-Adviser by the Adviser. The method for determining net
assets of a Fund for purposes hereof shall be the same as the method for
determining net assets for purposes of establishing the offering and redemption
prices of Fund shares as described in the Fund's prospectus. In the event of
termination of this Agreement, the fee provided in this Section shall be
computed on the basis of the period ending on the last business day on which
this Agreement is in effect subject to a pro rata adjustment based on the number
of days elapsed in the current month as a percentage of the total number of days
in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund, the Trust or the Adviser in any way
or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If
any occasion should arise in which the Sub-Adviser gives any advice to its
clients concerning the shares of a Fund, the Sub-Adviser will act solely as
investment counsel for such clients and not in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, (i) in the event of its
assignment (as defined in section 2(a)(4) of the ▇▇▇▇ ▇▇▇) and by the rules
promulgated thereunder; provided that such termination shall not relieve the
Adviser or the Sub-Adviser of any liability incurred hereunder.
This Agreement may not be amended orally and may not be amended or
rescinded except by a writing signed by the parties hereto and in accordance
with the 1940 Act, when applicable.
12. DURATION AND TERMINATION. This Agreement shall become effective as of
the date executed and shall remain in full force and effect continually
thereafter, subject to renewal as provided in Section 12(d) and unless
terminated automatically as set forth in Section 11 hereof or until terminated
as follows:
(a) The Trust may cause this Agreement to terminate either (i) by vote
of its Board or (ii) with respect to the Fund, upon the affirmative vote of
a majority of the outstanding voting securities of the Fund; or
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(b) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the
Sub-Adviser; or
(c) The Sub-Adviser may at any time terminate this Agreement by not
more than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Adviser; or
(d) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust,
the Adviser or the Sub-Adviser, at a meeting called for the purpose of
voting on such approval; or (ii) the vote of a majority of the outstanding
voting securities of the Fund; provided, however, that if the continuance
of this Agreement is submitted to the shareholders of the Fund for their
approval and such shareholders fail to approve such continuance of this
Agreement as provided herein, the Sub-Adviser may continue to serve
hereunder as to the Fund in a manner consistent with the 1940 Act and the
rules and regulations thereunder; and
(e) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the Sub-Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Fund and with
respect to any of its assets, except as expressly directed by the Adviser or as
otherwise required by any fiduciary duties of the Sub-Adviser under applicable
law. In addition, the Sub-Adviser shall deliver the Fund's Books and Records
to the Adviser by such means and in accordance with such schedule as the
Adviser shall direct and shall otherwise cooperate, as reasonably directed by
the Adviser, in the transition of portfolio asset management to any successor
of the Sub-Adviser, including the Adviser. The Sub-Adviser may retain a copy of
the Fund's Books and Records as required to meet record retention obligations
imposed by law or regulation.
13. CERTAIN DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such exemptions
as may be granted by the Commission under the 1940 Act or any
interpretations of the Commission staff.
14. LIABILITY OF THE SUB-ADVISER.
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(a) The Sub-Adviser shall, solely with respect to information and
statements related to the Sub-Adviser or its services to the Fund, have
responsibility for the accuracy and completeness (and liability for the
lack thereof) of statements in the Fund's Disclosure Documents, provided
the Trust or the Trust's service providers have provided the Adviser with
the information for review and approval, as contemplated by clause 7(c)
hereof, prior to disseminating the Fund's Disclosure Documents to the
public.
(b) The Sub-Adviser shall be liable to the Fund for any loss
(including transaction costs) incurred by the Fund as a result of any
investment made by the Sub-Adviser in contravention of: (i) any investment
policy, guideline or restriction set forth in the Registration Statement or
as approved by the Board from time to time and provided to the Sub-Adviser;
or (ii) applicable law, including but not limited to the 1940 Act and the
Code (including but not limited to the Fund's failure to satisfy the
diversification or source of income requirements of Subchapter M of the
Code) (the investments described in this subsection (b) collectively are
referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each
affiliated person of the Trust within the meaning of Section 2(a)(3) of the
1940 Act, and each person who controls the Trust within the meaning of
Section 15 of the 1933 Act (any such person, an "Indemnified Party")
against any and all losses, claims, damages, expenses or liabilities
(including the reasonable cost of investigating and defending any alleged
loss, claim, damage, expense or liability and reasonable counsel fees
incurred in connection therewith) to which any such person may become
subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages, expenses or liabilities (or actions in
respect thereof) arise out of or are based upon: (i) a breach by the
Sub-Adviser of this Agreement or of the representations and warranties made
by the Sub-Adviser herein; (ii) any Improper Investment; (iii) solely with
respect to information and statements related to the Sub-Adviser or its
services to the Fund, any untrue statement or alleged untrue statement of a
material fact contained in any Disclosure Document or the omission or
alleged omission from a Disclosure Document of a material fact required to
be stated therein or necessary to make the statements therein not
misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith, or
negligence in the performance or non-performance of its duties hereunder;
provided, however, that nothing herein shall be deemed to protect any
Indemnified Party who is a Trustee or officer of the Trust against any
liability to the Trust or to its shareholders to which such Indemnified
Party would otherwise be subject by reason or willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Trust.
(d) The Adviser agrees to indemnify and hold harmless the Sub-Adviser
and its directors, officers, agents and employees ("Sub-Adviser
Indemnitees") against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which the
Sub-Adviser Indemnitees are subject, which are caused by (i) the Adviser's
willful misfeasance, bad faith, or gross negligence in the performance of
the Adviser's obligations and duties under this Agreement or obligations
and duties to the
11
Trust or a Series under the Advisory Agreement, or by reason of the
Adviser's reckless disregard of such obligations and duties, or (ii) any
untrue statement of a material fact contained in the Series' Prospectus and
SAI, Registration Statement, proxy materials, reports, advertisements,
sales literature, or other materials or the omission to state therein a
material fact which was required to be stated therein or necessary to make
the statements therein not misleading, unless and to the extent such
statement or omission was made in reliance upon, and is consistent with,
the information furnished to the Adviser or the Trust by the Sub-Adviser
Indemnitees for use therein; provided, however, that in no case is the
Adviser's indemnity in favor of any person deemed to protect such other
persons against any liability to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of his, her or its duties or by reason of his, her or its
reckless disregard of obligations and duties under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities.
17. CHANGE IN THE SUB-ADVISER'S OWNERSHIP. The Sub-Adviser agrees that it
shall notify the Trust of any anticipated or otherwise reasonably foreseeable
change in the ownership of the Sub-Adviser within a reasonable time prior to
such change being effected.
18. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware and the
Sub-Adviser consents to the jurisdiction of courts, both state and federal, in
Delaware, with respect to any dispute under this Agreement.
19. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
20. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
ACADIAN ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
FIERA CAPITAL INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Counsel
13
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED NOVEMBER 1, 2016 BETWEEN
FIERA CAPITAL INC.
AND
ACADIAN ASSET MANAGEMENT, LLC
The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the respective Fund as may be allocated by the Adviser to
the Sub-Adviser from time to time under the following fee schedule:
FUND RATE
Fiera Diversified Alternatives Fund [Redacted]
14