The Texas Sub-Advisory Agreement is a legally binding contract between Berger and Berman Management, Inc. (BMI) and a Texas-based entity (either an individual or an organization) looking to engage in a sub-advisory relationship with BMI. This agreement outlines the terms, conditions, and responsibilities of both parties involved. Key components of the Texas Sub-Advisory Agreement may include the following: 1. Parties Involved: The agreement will clearly identify the parties entering into the sub-advisory relationship. It will mention Berger and Berman Management, Inc. (BMI) as the main investment advisor and the Texas-based entity as the sub-advisor. 2. Nature of Engagement: The agreement will specify the scope and nature of the services to be provided by the sub-advisor in relation to the investment advisory services provided by BMI. Common services could include portfolio management, research, trading, and reporting. 3. Duration and Termination: The agreement will define the duration of the sub-advisory relationship, including the start and end dates. It will also outline the conditions under which either party can terminate the agreement, such as breaches of obligations or by providing a notice period. 4. Compensation: The agreement will detail the compensation structure, typically consisting of a fee arrangement between BMI and the sub-advisor. Compensation can be based on a percentage of assets under management, performance-based fees, or a combination of both. Any expenses eligible for reimbursement or allocation may also be discussed. 5. Responsibilities and Duties: This section will outline the specific responsibilities of both BMI and the sub-advisor. BMI will typically delegate certain investment management functions to the sub-advisor while retaining oversight and ultimate responsibility. The sub-advisor will be expected to adhere to certain guidelines, investment objectives, and relevant regulatory requirements. 6. Compliance and Legal Obligations: The agreement will address the sub-advisor's compliance with federal and state laws, regulations, and guidelines relevant to the financial industry, including those specific to Texas. It may require the sub-advisor to maintain appropriate licensure and certifications. 7. Confidentiality and Non-Disclosure: The agreement will establish the confidentiality requirements, ensuring that sensitive information shared between the parties remains confidential and is not disclosed to any third party without explicit consent or as required by law. 8. Governing Law: The agreement will specify that the terms and conditions are governed by the laws of Texas, ensuring any disputes or legal actions will be resolved within the jurisdiction of Texas courts. It is important to note that specific types of Texas Sub-Advisory Agreements offered by BMI may vary depending on the needs and requirements of the sub-advisory relationship. The branding or specialization of these agreements may result in variations in their naming, such as Texas Equity Sub-Advisory Agreement or Texas Fixed Income Sub-Advisory Agreement. Each agreement would be tailored to suit the sub-advisor's expertise and the investment strategies involved in the specific area of focus.