The Massachusetts Sub-Advisory Agreement of Berger and Berman Management, Inc. is a legally binding contract between Berger and Berman Management, Inc. (the "Advisor") and a sub-advisor based in Massachusetts (the "Sub-Advisor"). This agreement outlines the terms and conditions for the provision of sub-advisory services by the Sub-Advisor to the Advisor within the state of Massachusetts. The agreement contains various sections, including but not limited to: 1. Parties: This section identifies the Advisor and the Sub-Advisor, providing their legal names, addresses, and contact information. 2. Scope of Services: This section defines the specific sub-advisory services the Sub-Advisor will provide to the Advisor. It may include portfolio management, investment research, trading, risk management, and other related functions. 3. Duties and Responsibilities: This section outlines the duties and responsibilities of both the Advisor and the Sub-Advisor. It specifies the Sub-Advisor's obligations regarding investment strategies, compliance with regulations, reporting requirements, and any other relevant responsibilities. 4. Compensation: This section details the compensation structure agreed upon by both parties. It may include management fees, performance-based fees, expense reimbursements, and other financial arrangements. The terms, timing, and calculation methods for compensation are typically outlined here. 5. Confidentiality: This section emphasizes the importance of confidentiality and the protection of proprietary information shared between the parties. It establishes guidelines for handling and safeguarding confidential data and prohibits unauthorized disclosure to third parties. 6. Term and Termination: This section specifies the duration of the agreement and the conditions under which either party can terminate the agreement. It may include notice periods, termination fees, and any other relevant provisions related to the termination process. 7. Governing Law and Dispute Resolution: This section determines the applicable laws governing the agreement and establishes methods for resolving disputes. It may specify arbitration or mediation processes to be followed in case of disagreements or conflicts. Different types of Massachusetts Sub-Advisory Agreements offered by Berger and Berman Management, Inc. may include variations tailored to specific investment strategies, asset classes, or client requirements. These variations may involve adjustments in compensation structure, scope of services, or other relevant terms based on the needs of the client or the particular investment product offered. Overall, the Massachusetts Sub-Advisory Agreement of Berger and Berman Management, Inc. provides a comprehensive framework for the relationship between the Advisor and the Sub-Advisor, ensuring transparency, accountability, and legal compliance in the provision of sub-advisory services within the state of Massachusetts.