LOCORR INVESTMENT TRUST
LOCORR INVESTMENT TRUST
SUB-ADVISORY AGREEMENT, dated as of August 20, 2024, between LoCorr Fund
Management, LLC (the "Adviser"), and P/E Global LLC (the "Sub-Adviser"), is hereby effective
as of August 20, 2024.
WHEREAS, the Adviser acts as an investment adviser to LoCorr Strategic Allocation Fund
(the "Fund"), a series of shares of beneficial interest of the LoCorr Investment Trust, an Ohio
business trust (the "Trust"), pursuant to a Management Agreement dated as of August 20, 2024 (the
"Management Agreement");
WHEREAS, the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser desires to retain the Sub-Adviser to render investment advisory
services to the Fund, and the Sub-Adviser is willing to render such services; and
WHEREAS, the Adviser hereby acknowledges receipt of the Trading Advisor's Form ADV
Part II (the "Disclosure Document").
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, the parties hereto agree as follows:
Section 1. Appointment and Status of Sub-Adviser. The Adviser hereby appoints the
Sub-Adviser to provide investment advisory services to the Fund for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor of the Adviser and the Trust and shall, unless otherwise
expressly provided herein or authorized by the Adviser or the Board of Trustees of the Trust from time
to time, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be
deemed an agent of the Adviser or the Trust.
Section 2. Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of
Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the
investment operations for that portion of the Fund's assets assigned to the Sub-Adviser by the Adviser
(the "Sub-Advised Assets") as well as the notional trading size of the Sub-Adviser Assets, including
the purchase, retention and disposition thereof and the execution of agreements relating thereto, in
accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's most
recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by
Adviser (together, the "Prospectus"), the investment strategy set forth on Appendix A, the written
agreement between the Adviser and Sub-Adviser concerning the strategy implementation, and subject
to the following understandings:
(a)The Sub-Adviser shall furnish a continuous investment program for the Sub-
Advised Assets and determine from time to time, with respect to the Sub-Advised Assets, what
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investments or securities will be purchased, retained or sold by the Fund and what portion of the Sub-
Advised Assets will be invested or held uninvested as cash;
(b)The Sub-Adviser shall use its best judgment in the performance of its duties under
this Agreement. The Adviser recognizes that speculative trading of commodity interests involves
substantial risks, and that the opinions and actions of the Sub-Adviser will be based on information
believed to be reliable but not guaranteed by or to the Sub-Adviser. The Sub Advisor will have no
duties or obligations to the Trust or the Adviser other than as set forth herein and does not guarantee
that its services will result in a profit for the Trust. Adviser acknowledges and agrees that Sub-
Adviser shall not have any legal or financial responsibility for performance or losses unless directly
attributable to the gross negligence or willful misconduct of the Sub-Adviser, including the Sub-
Adviser's failure to adhere to any investment policies and restrictions as described in the Prospectus.
(c)The Sub-Adviser, in the performance of its duties and obligations under this
Agreement for the Fund, shall act in conformity with the most recent version of the Trust's
Declaration of Trust, its By-Laws and the Fund's Prospectus that have been provided to it by the
Adviser and with the reasonable written instructions and directions of the Trust's Board of Trustees
and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations with respect to its trading for the Fund;
(d)The Sub-Adviser shall place portfolio transactions pursuant to its determinations
either directly with the issuer or with any broker and/or dealer (including futures commission
merchants) in such securities or financial instruments, subject to Section 3 below;
(e)The Sub-Adviser shall maintain books and records with respect to the transactions in
securities and other financial instruments of the Sub-Advised Assets and shall render to the Adviser
and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may
reasonably request;
(f)The Sub-Adviser shall provide the Trust's custodian and fund accountant on each
business day with information about Fund transactions in securities and other financial instruments
for which it is responsible, and with such other information relating to the Trust as may be required
under the terms of the then-current custody agreement between the Trust and the custodian;
(g)With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as
reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in
obtaining price sources for securities or other financial instruments held by the Fund or determining a
price when a price source is not available, and shall periodically review the prices used by the fund
accountant to determine net asset value and advise the fund accountant promptly if any price appears
to be incorrect;
(h)The Sub-Adviser hereby represents that it has adopted a written code of ethics
complying with the requirements of Rule 17j- l under the 1940 Act and will provide the Adviser and
the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last
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calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the
Board a written report that describes any issues arising under the code of ethics since the last report to
the Board, including, but not limited to, information about material violations of the code and
sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has
adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule
17j-1) from violating the code;
(i)The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its
compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other
applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall
provide to the Trust's Chief Compliance Officer the executive summary of its annual written report
regarding the Sub-Adviser's compliance program.
G) Some of the trading of the Sub-Adviser's investment program may be done in the Fund's
wholly owned subsidiary, LCSA Fund Limited, as determined by the Adviser with the Sub-Adviser's
consent.
(k)The Sub-Adviser shall promptly notify the Adviser of any circumstance that could
reasonably be deemed to materially affect its ability to perform its obligations and services as
described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the
Adviser. Such circumstances, could include, but are not limited to, items such as:
1)any potential legal or regulatory actions or litigation pertaining to the Sub-Adviser or
any of its key employees and the disclosure of the results of those actions;
2)any material operational disruptions caused by the loss of functionality for key
personnel or systems;
3)Any circumstance that would cause the Fund to materially revise its offering
documents.
Section 3. Execution of Purchase and Sale Orders. The Adviser, on behalf of the Fund,
shall establish one or more accounts with clearing futures commission merchants (the each, an "FCM")
to implement the Sub-Adviser's strategy with respect to the Sub-Advised Assets. In connection with
purchases or sales of portfolio securities or other financial instruments for the account of the Fund, the
Sub-Adviser will arrange for the placing of all orders for their purchase and sale for the account with
brokers or dealers selected by the Sub-Adviser. In connection therewith, the Sub-Adviser shall have the
authority to execute give-up agreement(s) between such executing broker and each applicable FCM on
behalf of the Fund. The Sub-Adviser's selection of brokers and dealers will be reviewed by the Board
from time to time.. In the selection of such brokers or dealers and the placing of such orders, the Sub-
Adviser will comply with its best execution policy and applicable law.
The Sub-Adviser should generally seek favorable prices and commission rates that are
reasonable in relation to the benefits received. In seeking best execution, the Sub-Adviser is authorized
to select brokers or dealers who also provide brokerage and research services to the Fund and/or the
other accounts over which it exercises investment discretion. The Sub-Adviser is
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authorized to pay a broker or dealer who provides such brokerage and research services a commission
for executing a Fund portfolio transaction that is 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 the amount of the commission is reasonable in relation to the value of the brokerage and research
services provided by the executing broker or dealer. The determination may be viewed in terms of
either a particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund and
to accounts over which the Sub-Adviser exercises investment discretion. The Trust and the Sub-
Adviser understand and acknowledge that, although the information may be useful to the Fund and the
Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically
review the commissions paid by the Fund to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits to the Fund. The Sub-Adviser may not give
consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to
execute Fund portfolio transactions.
Subject to the provisions of the 1940 Act, and other applicable law, the Sub Adviser,
any of its affiliates or any affiliates of its affiliates may retain compensation in connection with
effecting the Fund's portfolio transactions, including transactions effected through others. If any
occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser
concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such client
and not in any way on behalf of the Fund.
The Sub-Adviser shall be permitted to delegate trade execution services to its wholly-
owned subsidiary, P/E Strategic Pte. Ltd. (the "Sub-Adviser Affiliate"), provided that the Sub-
Adviser shall: (a) at all times, supervise the performance of the Sub-Adviser Affiliate;
(b) take full responsibility for any and all actions or omissions of the Sub-Adviser Affiliate as if
undertaken by the Sub-Adviser; and (c) be solely responsible for any fees owned to the Sub Adviser
Affiliate, as well as any other expenses, costs, damages or losses that may be incurred by the Sub-
Adviser Affiliate.
Section 4. Services to Other Companies or Accounts. The Sub-Adviser's services to the
Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that the
Sub-Adviser may render investment advice, management and other services to others, including other
registered investment companies. The Adviser understands that the persons employed by the Sub-
Adviser to assist in the performance of the Sub-Adviser's duties hereunder will not devote their full
time to such service and nothing contained herein shall be deemed to limit or restrict the right of the
Sub-Adviser or any affiliate of the Sub-Advisor to engage in and devote time and attention to other
business or to render services of whatever kind or nature.
Section 5. Books and Records. The Sub-Adviser shall keep the books and records required
to be maintained by it pursuant to Section 2(e) of this Agreement. The Sub-Adviser agrees that all
records that it maintains for the Trust are the property of the Trust and it will promptly surrender any
of such records to the Trust upon the Trust's request; provided that, the Sub-Adviser shall be allowed to
retain copies of such records, and, to the extent that the Securities and Exchange Commission,
Commodities Futures Trading Commission, National Futures Association and/or another regulator or
government entity requires the Sub-Adviser to retain originals of such records, the Sub-Adviser will
surrender copies of such records to the Trust. The
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Sub-Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 under the 1940 Act
any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule
31a-1 under the 1940 Act.
Section 6. Expenses of the Sub-Adviser. During the term of this Agreement, the Sub-
Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other
than the cost of securities and investments purchased for the Fund (including taxes and brokerage
commissions, if any). All other expenses to be incurred in the operation of the Fund will be borne by
the Fund, except to the extent specifically assumed by the Sub-Adviser, the Adviser or a third party.
The Sub-Adviser may provide financial support for various activities upon mutual consent of all
parties.
Section 7.Compensation of the Sub-Adviser. For the services provided and the
expenses borne pursuant to this Agreement, the Adviser will pay to the Sub-Adviser as full
compensation the fees as specified in Appendix A attached hereto. The Adviser agrees to provide
sufficient information to the Sub-Adviser to support the Adviser's determination of the amount
payable. This fee for each month will be paid to the Sub-Adviser during the succeeding month. The
Adviser is solely responsible for the payment of the Sub-Adviser's fees, and the Sub-Adviser agrees not
to seek payment of its fees from the Fund or Trust. Any Sub-Adviser fees paid to the Sub-Advisor
shall be retained by the Sub-Advisor despite net trading losses suffered in subsequent periods
Section 8. Use of Names. The Trust, Adviser and Sub-Adviser acknowledge that all rights to
the name "LoCorr" belong to the Adviser and all rights to the name "P/E Investments" and "P/E
Global" belong to the Sub-Adviser. In the event the Adviser ceases to be the Adviser or the Sub-
Adviser ceases to be the Sub-Adviser, the Trust's right to the use of the name "LoCorr" or "P/E
Investments"/ "P/E Global", respectively, shall automatically cease immediately upon the termination
of this Agreement. The right to the name may also be withdrawn by the Adviser or Sub-Adviser during
the term of the Management Agreement upon 90 days' written notice, respectively, by the Adviser or by
the Sub-Adviser to the Trust. Nothing contained herein shall impair or diminish in any respect the
Adviser's right to use the name "LoCorr" or the Sub Adviser's right to use the name "P/E Investments"
and "P/E Global" in the name of, or in connection with, any other business enterprises with which,
respectively, the Adviser or Sub Adviser or may become associated. There is no charge to the Trust for
the right to use either of these names.
The Adviser agrees to submit copies of all proposed prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for distribution to interest holders of
the Fund or the public that refer in any way to the Sub-Adviser (other than identifying the Sub-Adviser
as Sub-Adviser to the Fund) to the Sub-Adviser at its principal office for review prior to use, and the
Sub-Adviser agrees to review such materials by a reasonable and appropriate deadline. Neither the
Adviser, nor the Fund nor any affiliate of the foregoing will use the registered trademarks, service
marks, logos, names or any other proprietary designations of Sub Adviser, its subsidiaries and/or
affiliates (collectively, "Sub-Adviser Marks") in any advertising or promotional materials without
Sub-Adviser's prior written approval, which will not be unreasonably withheld. In the event of
termination of this Agreement, the Adviser will continue to
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furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer in any way to the
Sub-Adviser. The provisions of this paragraph shall survive the termination of this Agreement.
Section 9. Liability. Neither the Sub-Adviser nor its shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof, shall be liable for any error of
judgment (including, without limitation, trade errors) or mistake of law or for any loss suffered by the
Fund in connection with the matters to which this Agreement relates except a loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for services (in which case any
award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations and duties under this
Agreement.
Any person, even though also a director, officer, employee, shareholder, member or
agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust
(other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering
such services to or acting solely for the Trust and not as a director, officer, employee, shareholder,
member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction, even though
paid by the Sub-Adviser.
Section 10. Duration and Termination. The term of this Agreement shall continue in effect
for a period of up to two years from the date of this Agreement. This Agreement shall continue in
effect from year to year thereafter, subject to termination as hereinafter provided, if such continuance is
approved at least annually (a) by a majority of the outstanding voting securities (as defined in the 1940
Act) of such Fund or by vote of the Trust's Board of Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are
not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Sub-
Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such information as
may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or
amendment thereof.
This Agreement may be terminated at any time on at least 60 day's prior written notice
to the Sub-Adviser, without the payment of any penalty, (i) by vote of the Board of Trustees, (ii) by
the Adviser, (iii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the Fund, or (iv) in accordance with the terms of any exemptive order obtained by the Trust or
the Fund under Section 6(c) of the 1940 Act, exempting the Trust or the Fund from Section 15(a) and
Rule 18f-2 under the 1940 Act. The Sub-Adviser may terminate this Agreement at any time, without
the payment of any penalty, on at least 60 days' prior written notice to the Adviser and the Trust. This
Agreement will automatically and immediately terminate in the event of its assignment (as defined in
the 1940 Act).
Section 11. Amendment. This Agreement may be amended by mutual consent of the
Adviser and the Sub-Adviser, provided the Trust approves the amendment (a) by vote of a majority of
the Trustees of the Trust, including Trustees who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting
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called for the purpose of voting on such amendment, and (b) if required under then current
interpretations of the 1940 Act by the Securities and Exchange Commission, by vote of a majority of
the outstanding voting securities (as defined in the 1940 Act) of each Fund affected by such
amendment.
Section 12. Notices. Notices of any kind to be given in writing and shall be duly given if
mailed or delivered to the Sub-Adviser at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇,
and to the Adviser at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or at such
other address or to such other individual as shall be specified by the party to be given notice.
Section 13. Governing Law. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without regard to the conflicts of laws principles thereof,
and (b) 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 1940 Act, shall be resolved by reference to such
term or provision of the 1940 Act and to interpretation 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
Securities and Exchange Commission issued pursuant to said 1940 Act. In addition, where the effect of
a requirement of the Act reflected in any provision of this Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
Section 14. Severability. In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall
continue to be in force.
Section 15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Section 16. Binding Effect. Each of the undersigned expressly warrants and represents
that he has the full power and authority to sign this Agreement on behalf of the party indicated and that
his signature will operate to bind the party indicated to the foregoing terms. The Adviser further
represents that this Agreement has been duly authorized by appropriate action of the Adviser, the
Board and the Fund's shareholders.
Section 17. Captions. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereto or otherwise affect their
construction or effect.
Section 18. Change of Control. The Sub-Adviser shall notify Adviser and the Trust in
writing at least 60 days, to the extent practicable, in advance of any change of control, as defined in
Section 2(a)(9) of the 1940 Act, as will enable the Trust to consider whether an assignment, as defined
in Section 2(a)(4) of the 1940 Act, would occur.
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Section 19. Other Business. Except as set forth above, nothing in this Agreement shal1
limit or restrict the right of any of the Sub-Adviser's directors, officers or employees who may also be a
trustee, officer, partner or employee of the Trust to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any business, whether of a similar or a
dissimilar nature, nor limit or restrict the Sub-Adviser's right to engage in any other business or to
render services of any kind to any other corporation, firm, individual or association.
Section 20.Anti-Money Laundering. The Adviser, on its own behalf and on behalf of
the Fund, confirms that where it is acting as principal or where it is acting on behalf of another person
(notwithstanding that it enters into this Agreement and any transactions as principal), it is in compliance
with the anti-money laundering regulations that apply to it. The Adviser shall provide any document or
information to the Sub-Adviser that the Sub-Adviser may request for complying with its own anti-
money laundering regulations.
Section 21. Confidentiality. The Sub-Adviser agrees to treat al] records and other
information relating to the Trust and the securities and other investment holdings of the Fund as
confidential and shall not disclose any such records or information to any other person unless (i) the
Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law,
regulation or rule of any exchange to which the party might be subject, as requested by regulatory
authorities having jurisdiction over a party to this Agreement, to those of its employees who need to
know such information to perform their duties, to professional advisers or designates who are bound
by a duty of confidentiality substantially the same as that of the disclosing party, with prior written
consent of the other party(ies) or where the confidential information has come into the public domain
other than via a breach of an obligation of confidentiality. In addition, Sub Adviser, and Sub-Adviser's
officers, directors and employees are prohibited from receiving compensation or other consideration,
for themselves or on behalf of the Fund, as a result of disclosing the Fund's portfolio holdings. Sub-
Adviser agrees that, consistent with its Code of Ethics, neither it nor its officers, directors or employees
may engage in personal securities transactions based on nonpublic information about the Fund's
portfolio holdings.
The Adviser, on its own behalf or on behalf of the Fund, shall not disclose
information of a confidential nature acquired in consequence of this Agreement, except for
information that it may be entitled or bound to disclose by law, regulation or that is disclosed to its
advisors where reasonably necessary for the performance of its professional services. Except to the
extent necessary to conduct the Fund's business or as required by law, the Adviser shall not and, on
behalf of its own behalf and or behalf of the Fund, shall neither disclose nor use information of a
confidential nature, whether written or oral, contained in computer files or software, or otherwise
(including without limitation trading instructions made by the Sub Adviser and trading positions),
relating to or concerning the Sub-Adviser's investment program. Adviser shall not and shall cause the
Fund not to reverse engineer or attempt to reverse engineer the investment program and the Adviser
acknowledges and agrees on behalf of both itself and the Fund that any attempt on its part to do so
warrants the Sub-Adviser's recourse to immediate equitable relief.
Notwithstanding any other provision of this Agreement, to the extent that any market
counterparty with whom the Sub-Adviser deals requires information relating to the Fund
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(including, but not limited to, the identity of the Adviser or the Fund and market value of the Fund), the
Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect
transactions on behalf of the Fund in accordance with the terms of this Agreement.
The provisions of this Section 21 shall survive the termination or expiration of this
Agreement.
Section 22.Registration as a Commodity Pool.
The Adviser is registered as a "commodity pool operator," of the Fund in reliance
upon the relief available under Section 4.12(c)(3) of the regulations promulgated under the
Commodity Exchange Act, as amended, and acknowledges that the Fund meets the qualifications of
such a commodity pool, under the regulations of the Commodity Futures Trading Commission and
will continue such registration and qualification for the duration of this Agreement. The Adviser
agrees on behalf of itself and the Fund that the Fund shall qualify as a "qualified eligible person"
under Rule 4.7 of the regulations under the Commodity Exchange Act as it is an investment company
registered under the 1940 Act not formed for the specific purpose investing in exempt account that
satisfies the portfolio requirement and that the Fund agrees to be so treated as an exempt account.
The Sub-Adviser is registered as a "commodity trading advisor" under the regulations of the
Commodity Futures Trading Commission and is relying on the exemption from certain disclosure,
reporting and recordkeeping requirements provided under Section 4.7 of the regulations promulgated
under the Commodity Exchange Act, as amended, for and "exempt accounts" and will continue such
registration for the duration of this Agreement and will comply with all applicable provisions of the
Commodities Exchange Act, as amended, and any applicable rules or regulations promulgated
thereunder.
Section 23.Adviser's Representations and Covenants
The Adviser represents that:
(a)This Agreement has been duly and validly authorized, executed and delivered and is a
valid and binding contract of the Adviser enforceable in accordance with its terms.
(b)The Adviser is duly formed and validly existing as a Minnesota limited liability
company with full power and authority to carry out its obligations under this Agreement.
(c)There are no actions, suits, proceedings or investigations pending or, to the knowledge of
the Adviser, threatened against the Adviser, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency or instrument or
any self-regulatory organization or any commodity exchange.
(d)The offer and sale of Fund interests will be conducted in accordance with all applicable
federal and state laws and regulations.
(e)The Adviser will be responsible for compliance with the USA Patriot Act and related
anti money laundering regulations with respect to the Fund and its shareholders.
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(f)(A) As of the date hereof, the assets of the Fund do not constitute "plan assets"
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (or any
replacement provision) and (B) if the assets of the Fund constitute "plan assets" in the future, the
Trading Advisor will be notified at least ninety (90) days prior to being classified as such (with
receipt such notice being confirmed via email in accordance with the notice provisions set forth in
this Agreement).
(g)The above representations and warranties shall be continuing during the term of this
Agreement and, if at any time, any event has occurred which would make or tend to make any of the
foregoing not true, the Adviser will promptly notify the Sub-Advisor.
[Signature block on following page]
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION
IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE .PERSONS, THIS BROCHURE
OR ACCOUNT DOCUMENT 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 TRADING PROGRAM OR UPON THE ADEQUACY
OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY; THE
COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS
TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their officers designated below as of the date and year first above written.
ADVISER | SUB-ADVISER | |
LoCorr Fund Management, LLC | P/E Global LLC | |
By: /s/▇▇▇ ▇▇▇▇▇ | By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Name: ▇▇▇ ▇▇▇▇▇ | Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
Title: CFO | Title: President | |
Appendix A
Strategy for the Sub-Advised Assets:
Diversified Aggressive Strategy (the "Strategy"). The Strategy is a proprietary investment strategy
of the Sub-Adviser focused on the following markets: the global currency and, upon mutual
agreement of the Adviser and Sub-Adviser, gold markets; (ii) government bond markets; and (iii)
equity markets. The Strategy employs a quantitative Bayesian statistical approach that takes
advantage of inefficiencies in the global markets, analyzing fundamental factors in a disciplined
format and adjusting to market changes.
A portion of the strategy may be implemented in the Fund's wholly-owned subsidiary, LCSA Fund
Limited upon the mutual agreement of the Adviser and the Sub-Adviser.
Fees Payable to the Sub-Adviser:
The Adviser will pay the Sub-Adviser a monthly fee at an annual rate of __% (__ basis points) based
on the average daily net asset value of the notional trading size of the Sub-Advised Assets in the
Fund (including, without duplication, any assets allocated to the Fund's wholly owned subsidiary,
LCSA Fund Limited). In the event that the Strategy, including the target volatility of the Strategy, is
adjusted, the monthly fee and annual fee rate will be adjusted accordingly.