SUB-ADVISORY AGREEMENT FOR CONSULTING GROUP CAPITAL MARKETS FUNDS INTERNATIONAL EQUITY INVESTMENTS
INTERNATIONAL
EQUITY INVESTMENTS
THIS
SUB-ADVISORY AGREEMENT is made as of this 27th day of
August,
2007, between ▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a
corporation organized under the laws of the State of Delaware with its principal
place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇
▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA
Limited”) a UK corporation with its principal office and place of business at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇.
WITNESSETH
WHEREAS,
the Consulting Group, a division of Citigroup Investment Advisory Services,
Inc.
(“CIAS”), a Delaware corporation, has retained SIMNA as a subadviser to render
investment advisory services to International Equity Investments (the “Fund”), a
series of the Consulting Group Capital Markets Funds, a Massachusetts business
trust (the “Trust”) registered as an investment company under the Investment
Company Act of 1940, as amended (the “1940 Act”) pursuant to a Subadvisory
Agreement dated as of the date hereof (the “CIAS Advisory Agreement”);
and
WHEREAS,
SIMNA desires to employ SIMNA Limited as a subadviser to assist it in the
provision of a continuous investment program for that portion of the assets
of
the Fund described in the CIAS Advisory Agreement, which CIAS may assign to
SIMNA (the “Allocated Assets”), and SIMNA Limited is willing to render such
investment sub-advisory services, subject to and in accordance with the terms
and conditions of this Agreement and of the CIAS Advisory Agreement;
and
WHEREAS,
SIMNA Limited is engaged principally in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is
authorized and regulated by the Financial Services Authority
(“FSA”).
NOW
THEREFORE, in consideration of the mutual promises and undertakings set forth
in
this Agreement, SIMNA and SIMNA Limited hereby agree as follows:
1.
Appointment of SIMNA Limited. SIMNA hereby employs SIMNA Limited as
investment sub-adviser for the assets of the Fund, on the terms and conditions
set forth herein, and subject to the direction of SIMNA, CIAS and the Board
of
Trustees of the Trust. SIMNA Limited accepts such employment and agrees to
render the services herein set forth, for the compensation herein
provided.
2.
Duties of SIMNA Limited.
(a)
SIMNA
employs SIMNA Limited to act as its sub-advisor in managing the investment
and
reinvestment of the assets of the Fund in accordance with the CIAS Advisory
Agreement; to continuously review, supervise, and administer an investment
program for the Fund; to determine in its discretion the securities to be
purchased or sold and the portion of such assets to be held uninvested; to
provide the Trust (either directly or through SIMNA) with all records concerning
the activities of SIMNA Limited that the Trust is required to maintain; and
to
render or assist SIMNA in rendering regular reports to the Trust’s officers and
the Board of Trustees concerning the discharge of SIMNA Limited’s
responsibilities hereunder. SIMNA Limited will discharge the foregoing
responsibilities subject to the supervision and oversight of SIMNA, CIAS, the
Trust’s officers and the Board of Trustees and in compliance with the objective,
policies, and limitations set forth in the Fund’s prospectus and Statement of
Additional Information, any additional operating policies or procedures that
the
Fund communicates to SIMNA Limited in writing (either directly or through
SIMNA), and applicable laws and regulations, including those requirements
applicable to regulated investment companies under Subchapter M of the Internal
Revenue Code. SIMNA Limited agrees to provide, at its own expense, the office
space, furnishings and equipment, and the personnel required by it to perform
the services on the terms and for the compensation provided herein.
(b)
SIMNA
Limited acknowledges and agrees that SIMNA is ultimately responsible for all
aspects of providing to the Fund the services required of SIMNA under the CIAS
Advisory Agreement. Accordingly, SIMNA Limited shall discharge its duties and
responsibilities specified in paragraph (a) of this Section 2 and elsewhere
in
this Agreement subject at all times to the direction, control, supervision,
and
oversight of SIMNA. In furtherance thereof, SIMNA Limited shall, without
limitation, (i) make its offices available to representatives of SIMNA and/or
the Fund for on-site inspections and consultations with the officers and
applicable portfolio managers of SIMNA Limited responsible for the day-to-day
management of the Fund, (ii) upon request, provide SIMNA and/or the Fund with
copies of all records it maintains regarding its management of the Fund and
(iii) report to SIMNA and/or the Fund each calendar quarter and at such other
times as SIMNA may reasonably request regarding (A) SIMNA Limited’s
implementation of the Fund’s investment program and the Fund’s portfolio
composition and performance, (B) any policies and procedures implemented by
SIMNA Limited to ensure compliance with United States securities laws and
regulations applicable to SIMNA Limited and the Fund, (C) the Fund’s compliance
with the objective, policies, and limitations set forth in the Fund’s prospectus
and Statement of Additional Information and any additional operating policies
or
procedures that the Fund communicates to SIMNA Limited in writing (either
directly or through SIMNA) and (D) such other matters as SIMNA and/or the Fund
may reasonably request.
3.
Undertakings of SIMNA Limited. In all matters relating to the
performance of this Agreement, SIMNA Limited shall act in conformity with the
Trust’s Master Agreement dated April 12, 1991, as amended from time to time (the
“Trust Agreement”) and Prospectus and with the written instructions and
directions of SIMNA, CIAS and the Board of Trustees of the Trust. SIMNA Limited
hereby agrees to:
(a)
regularly report to the Board of Trustees and CIAS (in such form and frequency
as CIAS and SIMNA mutually agree) with respect to the implementation of the
investment program, compliance of the Allocated Assets with the Prospectus,
the
1940 Act and the Code, and on other topics as may reasonably be requested by
the
Board or CIAS, including attendance at Board meetings, as reasonably requested,
to present such reports to the Board;
(b)
comply with valuation procedures adopted by the Board of Trustees, including
any
amendments thereto, and consult with the Trust’s pricing agent regarding the
valuation of securities that are not registered for public sale, not traded
on
any securities markets, or otherwise may require fair valuation;
(c)
provide, subject to any obligations or undertakings reasonably necessary to
maintain the confidentiality of SIMNA Limited’s non-public information, any and
all information, records and supporting documentation about the composite of
accounts and the portfolios SIMNA Limited manages that have investment
objectives, policies, and strategies substantially similar to those employed
by
SIMNA Limited in managing the Allocated Assets which may be reasonably
necessary, under applicable laws, to allow the Trust or its agent to present
historical performance information concerning SIMNA Limited’s similarly managed
accounts and portfolios, for inclusion in the Trust’s Prospectus and any other
reports and materials prepared by the Trust or its agent, provided that the
information to be included and the manner it is presented shall be in accordance
with regulatory requirements and industry standards or as requested by
applicable federal or state regulatory authorities; and
(d)
review schedules of the Allocated Assets periodically provided to SIMNA Limited
by CIAS or the Fund and promptly confirm to CIAS the concurrence of SIMNA
Limited’s records with such schedules
4.
Securities Transactions. Among its responsibilities, SIMNA Limited
shall select the brokers or dealers that will execute purchases and sales of
securities for the Fund, and is directed to use its best efforts to obtain
the
best available price and most favorable execution for such transactions, subject
to written policies and procedures provided to SIMNA Limited (either directly
or
through SIMNA), and consistent with Section 28(e) of the Securities Exchange
Act
of 1934. SIMNA Limited will promptly communicate or assist SIMNA in
communicating to the Fund’s officers and the Board of Trustees such information
relating to the portfolio transactions SIMNA Limited has directed on behalf
of
the Fund as SIMNA or such officers or the Board may reasonably request. . Except
as permitted by Rule 17a-10 under the 1940 Act, SIMNA Limited will not engage
in
principal transactions with respect to the Allocated Assets with any
broker-dealer affiliated with CIAS or with any other adviser to the Fund, and
will engage in agency transactions with respect to the Allocated Assets with
such affiliated broker-dealers only in accordance with all applicable rules
and
regulations. SIMNA Limited will provide a list of its affiliated broker-dealers
to CIAS, as such may be amended from time to time. CIAS will provide to SIMNA
Limited a list of its affiliated broker-dealers and of those of each other
adviser to the Fund.
5.
Compensation of SIMNA Limited. For the services to be rendered by SIMNA
Limited as provided in this Agreement, SIMNA (and not CIAS, the Trust or the
Fund) will pay to SIMNA Limited at the end of each of month an amount equal
to
fifty percent (50%) of all fees actually paid by CIAS to SIMNA in the prior
month under Section 4 and Schedule A of the CIAS Advisory Agreement;
provided, however, that SIMNA Limited’s fee payable hereunder for
any period shall be reduced such that SIMNA Limited bears fifty percent (50%)
of
any voluntary fee waiver observed or expense reimbursement borne by SIMNA with
respect to the Fund for such month. For clarity, SIMNA (and not the Trust,
the
Fund or CIAS) shall be obligated to pay SIMNA Limited fees hereunder for any
period only out of and following SIMNA’s receipt from CIAS of advisory fees
pursuant to Section 4 of the CIAS Advisory Agreement for such period. If this
Agreement becomes effective or terminates before the end of any month, the
fee
for the period from the effective date to the end of the month or from the
beginning of such month to the date of termination, as the case may be, shall
be
prorated according to the proportion that such partial month bears to the full
month in which such effectiveness or termination occurs. This compensation
provision may be amended at any time, by written agreement between SIMNA and
SIMNA Limited, without the prior approval of the Trust, the Fund or CIAS;
provided that SIMNA agrees to provide at least five (5) days’ advance written
notice to CIAS, the Trust and Fund of such amendment.
6.
Expenses. SIMNA Limited (and not the Trust, Fund or CIAS) will bear all
of its expenses in connection with the performance of its services under this
Agreement.
7.
Compliance. SIMNA Limited agrees to comply with all policies,
procedures, or reporting requirements that the Board of Trustees reasonably
adopts and communicates to SIMNA Limited in writing (either directly or through
SIMNA) including, without limitation, any such policies, procedures, or
reporting requirements relating to soft dollar or other brokerage arrangements.
“Applicable Law” means (i) the “federal securities laws” as defined in Rule
38a-1(e)( 1) under the 1940 Act, as amended from time to time, and (ii) any
and
all other laws, rules (including but not limited to the FSA rules) and
regulations, whether foreign or domestic, in each case applicable at any time
and from time to time to the investment management operations of SIMNA Limited
in relation to the Fund.
8.
Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, SIMNA Limited hereby agrees that all records which it
maintains for the Allocated Assets of the Fund are the property of the Trust
and
further agrees to surrender promptly to the Trust copies of any of such records
upon the Fund’s or CIAS’s request, provided, however, that SIMNA Limited may
retain copies of any records to the extent required for it to comply with
applicable laws. SIMNA Limited further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records relating to its
activities hereunder required to be maintained by Rule 31a-1 under the 1940
Act
and to preserve the records relating to its activities hereunder required by
Rule 204-2 under the Advisers Act for the period specified in said Rule.
Notwithstanding the foregoing, SIMNA Limited has no responsibility for the
maintenance of the records of the Fund, except for those related to the
Allocated Assets.
9.
Proxy Voting. SIMNA Limited acknowledges that unless CIAS or the Fund
gives written instructions to SIMNA to the contrary, SIMNA, and SIMNA Limited
by
delegation from SIMNA, is responsible for voting, or abstaining from voting,
all
proxies with respect to companies whose securities are held in that portion
of
the Fund allocated to SIMNA by CIAS, using its best good faith judgment to
vote,
or abstain from voting, such proxies in the manner that best serves the
interests of the Fund’s shareholders.
SIMNA
Limited 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 Allocated Assets. CIAS shall cause to be forwarded to SIMNA
Limited or SIMNA all proxy solicitation materials that CIAS receives. SIMNA
Limited agrees that it has adopted written proxy voting procedures that comply
with the requirements of the Advisers Act. SIMNA Limited further agrees that
it,
either through itself or through SIMNA, will provide the Board, 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, SIMNA
Limited shall provide CIAS with all proxy voting records relating to the
Allocated Assets, including but not limited to those required by Form N-PX.
SIMNA Limited, either itself or through SIMNA Limited, will also provide an
annual certification, in a form reasonably acceptable to CIAS, attesting to
the
accuracy and completeness of such proxy voting records.
10.
Use of Names. SIMNA Limited shall not use the name, logo, insignia, or
other identifying ▇▇▇▇ of the Trust or CIAS or any of their affiliates or any
derivative or logo or trade or service ▇▇▇▇ thereof, or disclose information
related to the business of CIAS or any of its affiliates in material relating
to
SIMNA Limited in any manner not approved prior thereto by CIAS; provided,
however, that CIAS hereby approves all uses of its or the Trust’s name and that
of their affiliates which merely refer in accurate terms to the appointment
of
SIMNA Limited hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such approval be
unreasonably withheld. CIAS shall not use the name, logo, insignia, or other
identifying ▇▇▇▇ of ▇▇▇▇▇ Limited or any of its affiliates in any prospectus,
sales literature or other material relating to the Trust in any manner not
approved prior thereto by SIMNA Limited; provided, however, that SIMNA Limited
hereby approves all uses of its name which merely refer in accurate terms to
the
appointment of SIMNA Limited hereunder or which are required by the SEC or
a
state securities commission; and provided, further that in no event shall such
approval be unreasonably withheld.
11.
Portfolio Holdings. SIMNA Limited will not disclose, in any manner
whatsoever, any list of securities held by the Fund, except in accordance with
the Fund’s portfolio holdings disclosure policy.
12.
Standard of Care. SIMNA Limited shall exercise its best judgment in
rendering its services described in this Agreement. Except as may otherwise
be
required by the 1940 Act or the rules thereunder or other applicable law, SIMNA
Limited shall not be liable for any error of judgment or mistake of law or
for
any loss suffered by the Fund or CIAS in connection with the matters to which
this Agreement relates, except a loss resulting from SIMNA Limited’s willful
misfeasance, bad faith or gross negligence on its part in the performance of
its
duties hereunder or from reckless disregard by it of its obligations and duties
under this Agreement.
13.
Status of SIMNA Limited. The services of SIMNA Limited to SIMNA under
this Agreement are not to be deemed exclusive, and SIMNA Limited will
be free to render similar services to others so long as its services to SIMNA
under this Agreement are not impaired thereby. SIMNA Limited will be deemed
to
be an independent contractor and will, unless otherwise expressly provided
or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund or the Trust.
14.
Liability of SIMNA Limited. No provision of this Agreement will be
deemed to protect SIMNA Limited against any liability to SIMNA or to the Fund
or
its shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties
or
the reckless disregard of its obligations under this Agreement.
15.
Duration; Termination; Notices; Amendment. Unless sooner terminated as
provided herein, this Agreement shall continue in effect for so long as CIAS
Advisory Agreement remains in effect. This Agreement shall become effective
as
of its execution; provided that it shall not become effective prior to the
date
of execution of CIAS Advisory Agreement. This Agreement shall continue in effect
for a period of no longer than two years from the date of execution of CIAS
Advisory Agreement. Thereafter, this Agreement shall continue automatically
for
successive annual periods as agreed to by the parties, provided such continuance
is specifically approved at least annually by (i) the Board of Trustees or
(ii)
a vote of a “majority” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund’s outstanding
voting securities, provided that in either event the continuance also is
approved by a majority of the Board of Trustees who are not “interested persons”
(as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, at any time, by the Board of Trustees,
or by vote of holders of a majority of the Fund’s shares; or on 60 days’ written
notice to SIMNA Limited, and will terminate five business days after SIMNA
receives written notice of the termination of the Management Agreement between
the Trust and CIAS, or five business days after the termination, whichever
is
later.
Notwithstanding
the foregoing, this Agreement may also be terminated, without the payment of
any
penalty, by SIMNA (i) upon 60 days’ written notice to SIMNA Limited; or (ii)
upon material breach by SIMNA Limited of any representations and warranties
set
forth in this Agreement, if such breach has not been cured within 20 days after
written notice of such breach; SIMNA Limited may terminate this Agreement at
any
time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA;
or (2) upon material breach by SIMNA of any representations and warranties
set
forth in the Agreement, if such breach has not been cured within 20 days after
written notice of such breach. This Agreement shall terminate automatically
in
the event of its assignment (as defined in the ▇▇▇▇ ▇▇▇) or upon the termination
of the CIAS Advisory Agreement. Any notice under this Agreement will be given
in
writing, addressed and delivered, or mailed postpaid, to the other party as
follows:
If
to
SIMNA, at:
▇▇▇▇▇▇▇▇
Investment Management North America Inc.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
If
to
SIMNA Limited, at:
▇▇▇▇▇▇▇▇
Investment Management North America Limited
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇.▇. ▇▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Telephone:
▇▇▇ ▇▇▇▇ ▇▇▇▇
This
Agreement may be amended by mutual consent of the parties hereto.
16.
Representations of SIMNA Limited. SIMNA Limited represents, warrants,
and agrees as follows:
(a)
SIMNA
Limited: (i) is registered as an investment adviser under the Advisers Act
and
will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and
will
continue to meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable requirements of
any
regulatory or industry self-regulatory organization, necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this Agreement;
and (v) will promptly notify CIAS of the occurrence of any event that would
disqualify SIMNA Limited from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise. SIMNA Limited
has
provided the information about itself set forth in the Prospectus and has
reviewed the description of its operations, duties and responsibilities as
set
forth therein and acknowledges that they are true and correct and contain no
material misstatement or omission, and it further agrees to inform CIAS and
the
Trust’s Administrator immediately of any material fact known to SIMNA Limited
respecting or relating to SIMNA Limited that is not contained in the Prospectus,
or of any statement contained therein which becomes untrue in any material
respect.
(b)
SIMNA
Limited 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
CIAS and the Trust with a copy of such code of ethics. On at least an annual
basis, SIMNA Limited will comply with the reporting requirements of Rule 17j-1,
which may include (i) certifying to CIAS that SIMNA Limited and its Access
Persons have complied with SIMNA Limited’s Code of Ethics with respect to the
Allocated Assets and (ii) identifying any material violations which have
occurred with respect to the Allocated Assets. Upon the reasonable request
of
CIAS, SIMNA Limited shall permit CIAS, its employees or its agents to examine
the reports required to be made by SIMNA Limited pursuant to Rule 17j-1 and
all
other records relevant to SIMNA Limited’s code of ethics.
(c)
SIMNA
Limited 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 SIMNA Limited, its employees,
officers and agents. Upon reasonable request, SIMNA Limited shall provide CIAS
with access to the records relating to such policies and procedures as they
relate to the Allocated Assets. SIMNA Limited will also provide, at the
reasonable request of CIAS, periodic certifications, in a form reasonably
acceptable to CIAS, attesting to such written policies and
procedures.
(d)
SIMNA
Limited has provided CIAS and the Trust with a copy of its registration under
the Advisers Act on Form ADV as most recently filed with the SEC and hereafter
will furnish a copy of its annual amendment to CIAS. The statements contained
in
SIMNA Limited’s registration on Form ADV are true and correct in all material
respects and do not omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading.
SIMNA Limited agrees to maintain the completeness and accuracy of its
registration on Form ADV in accordance with the Advisers Act. SIMNA Limited
acknowledges that it is an “investment adviser” to the Fund with respect to the
Allocated Assets within the meaning of the 1940 Act and the Advisers
Act.
17.
Severability. If any provision of this Agreement will be held or made
invalid by a court decision, statute, rule, or otherwise, the remainder of
this
Agreement will not be affected thereby.
18.
Provision of Certain Information by SIMNA Limited. SIMNA Limited will
promptly notify CIAS (1) in the event the SEC or other governmental authority
has censured the Adviser; placed limitations upon its activities, functions
or
operations; suspended or revoked its registration, if any, as an investment
adviser; or has commenced proceedings or an investigation that may result in
any
of these actions or (2) upon having a reasonable basis for believing that the
Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code. SIMNA Limited further agrees to notify
CIAS promptly of any material fact known to SIMNA Limited respecting or relating
to SIMNA Limited that is not contained in the Prospectus, and is required to
be
stated therein or necessary to make the statements therein not misleading,
or of
any statement contained therein that becomes untrue in any material respect.
As
reasonably requested by the Trust on behalf of the Trust’s officers and in
accordance with the scope of SIMNA Limited’s obligations and responsibilities
contained in this Agreement, SIMNA Limited will provide reasonable assistance
to
the Trust in connection with the Trusts’s compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act
and the rules and regulations promulgated by the SEC thereunder, and Rule
38(a)-i 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-l 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 its compliance controls; (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 in the event of compliance problems.
Further, SIMNA Limited is aware that: (i) the Chief Executive Officer (Principal
Executive Officer) and Treasurer/Chief Financial Officer (Principal Financial
Officer) of the Trust (collectively, “Certifying Officers”) are required to
certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under
the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters
of
fact generated by SIMNA
Limited
of which they do not have firsthand knowledge. Consequently, S1MNA Limited
has
in place and has observed procedures and controls that are reasonably designed
to ensure the adequacy of the services provided to the Trust under this
Agreement and the accuracy of the information provided by SIMNA Limited for
inclusion in the Form N-CSR, and shall, itself or through SIMNA, provide
certifications to the Trust regarding these procedures and controls and the
accuracy of the information provided by SIMNA Limited to be relied upon by
the
Certifying Officers in certifying the Trust’s periodic reports on Form N-CSR, in
a form satisfactory to the Trust.
19.
Confidentiality. SIMNA Limited shall keep confidential any and all
information obtained in connection with the services rendered hereunder and
shall not disclose any such information to any person other than SIMNA, the
Trust, the Board of Trustees, CIAS, and any director, officer, or employee
of
SIMNA, the Trust, or CIAS, except (i) with the prior written consent of the
Trust, (ii) as required by law, regulation, court order, or the rules or
regulations of any self-regulatory organization, governmental body, or official
having jurisdiction over SIMNA or SIMNA Limited, or (iii) for information that
is publicly available other than due to disclosure by SIMNA Limited or its
affiliates or becomes known to SIMNA Limited from a source other than SIMNA,
the
Trust, the Board of Trustees, or CIAS.
20.
Governing Law. All questions concerning the validity, meaning, and
effect of this Agreement shall be determined in accordance with the laws
(without giving effect to the conflict of-interest law principles thereof)
of
the State of Delaware applicable to contracts made and to be performed in that
state.
21.
Treatment of Fund Under FSA Rules. The Fund will be treated as an
Intermediate Customer under rules of the Financial Services Authority in the
United Kingdom.
22.
Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory Agreement
to
be executed as of the date first set forth herein.
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INVESTMENT MANAGEMENT NORTH AMERICA INC.
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By:
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/s/
[ILLEGIBLE]
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Name:
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[ILLEGIBLE]
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Title:
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Authorized
Signatory
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▇▇▇▇▇▇▇▇
INVESTMENT MANAGEMENT NORTH AMERICA LIMITED
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Authorized
Signatory
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