EX-10.13






EXHIBIT 10.13




AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT




               THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), is made and entered into as of this 13th 
day of February 2006, by and between Attalus Capital, L.L.C. (the “Manager”), a Delaware
limited liability company, and National Investment Services Inc. (the “Sub-Adviser”), a
corporation organized under the laws of the State of Wisconsin.



          WHEREAS, the Manager and the Sub-Adviser desire to amend and restate the Investment Sub-Advisory Agreement that was entered into by the parties on March      , 2004 in accordance with the terms hereof; and



               WHEREAS, the Manager has sponsored the structuring and establishment of the Attalus Multi-Strategy Fund, Ltd. (the “Fund”), an investment fund
registered with the Cayman Islands Monetary Authority of the Cayman Islands, and has entered into
an Amended and Restated Investment Advisory Management Agreement, dated January 1, 2005, with the
Fund, pursuant to which the Manager provides primary investment advisory, management and
administration services to the Fund; and



               WHEREAS, as the Manager to the Fund, the Manager
furnishes the Fund with certain advisory services and management services, and furnishes and pays
the expenses of the Fund for certain other services designated herein; and



               WHEREAS, the Sub-Adviser is willing to provide certain
services designated herein to the Manager, and the Manager and the Sub-Adviser believe that such an
arrangement will be to their mutual benefit; and



 









 





               WHEREAS, the Manager wishes to appoint the Sub-Adviser as the Sub-Adviser of the Fund in
accordance with the terms and conditions set forth herein;



               NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



          1. Appointment of Sub-Adviser. The Manager hereby appoints the Sub-Adviser as the Sub-Adviser of the Fund with the responsibilities and duties, and in
accordance with the terms and conditions, set forth herein. The Sub-Adviser shall, at the
request of the Manager, execute such consents or other documents as may be necessary or appropriate to
enable the Manager to exercise its authority as the Manager with respect to the Fund.



          2. Manager’s Duties and Powers. The Manager shall have the
following duties and responsibilities under this Agreement:




               a. The Manager shall have the sole authority and duty to make
all investment and other decisions on behalf of the Fund.




               b. Should the Manager identify a potential Taft Hartley asset,
the Manager will notify the Sub-Adviser and on a case by case basis both the Manager and the Sub-Adviser will make a determination if such potential Taft Hartley asset will be pursued exclusively by the Manager, the Sub-Adviser or a joint effort by both the
Manager and Sub-Adviser. Should it be agreed that the Manager will pursue such a
potential Taft Hartley asset without the assistance of the Sub-Adviser and the Sub-Adviser is not required to provide any duties under Section 3 of this Agreement with



 









 







respect to such assets, the Manager will not be obligated to pay a Fee (as defined below)
to the Sub-Adviser.



          3. Sub-Adviser’s Duties and Powers.  The Sub-Adviser is specifically engaged to assist the Manager with regard to the identification of specific assets
with a focus on Taft Hartley assets to invest within the Fund (the “Assets”). At the onset of a
potential new client, when such investment would be included in the Assets for the purposes of this
Agreement, the Sub-Adviser will notify the Manager in writing or by e-mail at least five (5)
business days in advance of the date of the identification of any specific Assets, and provide to
the Manager a complete description of the potential client (including information relating to the
suitability for such investment by the potential client) and such other information reasonably
requested by the Manager. Thereafter, the Manager will notify the Sub-Adviser via email or in
writing within five (5) business days from the date of the Manager’s receipt of the Sub-Adviser’s
notice of the potential client, that it will include the potential client in the Assets, should
they invest. The Sub-Adviser shall have the following duties and responsibilities under this
Agreement:





          a. The Sub-Adviser shall provide the Manager with advice on
potential investment issues that might arise that are specific to the Assets;




          b. As reasonably requested by the Manager, the Sub-Adviser
shall provide support to the Manager in preparing marketing and reporting material for
the Assets and shall assist the Manager in road shows or other marketing presentations
with respect to new Assets for the Fund; and




          c. Make available such employees of the Sub-Adviser for
such periods as may be agreed upon by the Manager and the Sub-Adviser as may be



 









 







reasonably needed by the Manager in the performance of its advisory and management
functions.



          4. Compensation of Sub-Adviser. In consideration of services to be rendered by the
Sub-Adviser to the Fund pursuant to this Agreement, the Manager, shall pay to the Sub-Adviser a fee
(the “Fee”) as described on Schedule A. In addition, the Sub-Adviser acknowledges:





          a. In the event that the overall management fee is renegotiated by a client, both the Manager and Sub-Adviser will re-address the fee sharing arrangements.




          b. The management fee paid to the Manager will not be less than 0.90% per annum.




          c. The Fee will be reduced by 50% when the Sub-Adviser is not present with the
Manager at a-final presentation to a targeted prospective client, but performs other
services to assist the Manager with respect to the-Assets.




          d. If the Manager independently identifies an Asset without
the assistance of the Sub-Adviser and the Sub-Adviser is not required to provide any
services under Section 3 of this Agreement in connection with such Asset, the Manager is not
obligated to pay the Fee to the Sub-Adviser.




          Payment to the Sub-Adviser will be based on the agreed upon fee sharing arrangement and
calculated on the net asset value of the Assets within the Fund, accrued monthly and paid
quarterly in arrears, within thirty (30) days after the Manager has received



 









 







its management fee in regards to the Assets that the Sub-Adviser was specifically engaged to
assist the Manager.



          5. Term of Agreement and Termination of Agreement. This
Agreement shall become effective as of the first above written date. Either party may terminate
this Agreement upon 30 days written notice to the other party. Termination of this Agreement
pursuant to this section shall be without payment of any penalty. Any termination of this Agreement
shall not affect the status, obligations or liabilities of any party to the other party which
either arose prior to termination or which by its nature or the terms thereof, survive termination
provided that the Sub-Adviser continues to provide services as described in section 3 of the
Agreement to the Asset.




          6. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed postage prepaid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice to the other
party, it is agreed that the address of the Manager shall be 2929 Arch Street, Suite 1500, Philadelphia, PA 19104, and the Sub-Adviser shall be 777 E. Wisconsin Avenue, Suite 2350; Milwaukee, WI 53202-5306.




          
7. Limited Scope of-Agreement. Nothing contained in this Agreement shall be construed to preclude Manager or Sub-Adviser or any company affiliated with
either of them from offering its management or advisory services to any person other than the Fund
or other investment companies jointly sponsored by the Manager and Sub-Adviser or to in any way
limit its sponsorship of investment companies regardless of the investment policies of


 









 







such companies or their similarity to the policies of the Fund or other investment companies
jointly sponsored by the Manager and Sub-Adviser.




          8. Representations and Warranties. Each party hereto represents and warrants to the
other party hereto that, as of the date hereof:





          a. Such party is a corporation or company duly organized,




          validly existing and in good standing under the laws of the jurisdiction of its organization
or incorporation, and has all requisite power and authority to own, lease and operate its
assets, properties and business and to carry on its business as now conducted;




          b. Such party has all requisite power, authority and approval required to enter
into, execute and deliver this Agreement and to perform fully its obligations hereunder;




          c. Such party has taken all actions necessary to authorize it to enter into and
perform its obligations under this Agreement, and this Agreement is a legal, valid and
binding obligation of such party, enforceable against such party in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy laws and any
other similar laws affecting the rights and remedies of creditors generally and by general
principles of equity;




          d. Neither the execution and delivery of this Agreement by such party, not the
performance of such party’s obligations hereunder, will conflict with, or result in a breach
of, or constitute a default under, any provision of the Articles of Incorporation, Articles
of Organization, other charter document or bye-laws of such party, or any law, rule,
regulation, judgment, order, or decree of any court, arbitrator or



 









 







governmental agency or instrumentality, or of any contract, agreement or instrument to
which it is a party or subject, or by which its property is bound or affected;




          e. No authorization, approval or consent of any person is
required in connection with such party’s execution and delivery of this Agreement and
performance of its obligations hereunder; and




          f. There is no suit, arbitration, or legal, administrative or other
proceeding or governmental investigation pending or, to the best knowledge of such
party, threatened against such party respecting such party’s consummation of the
transactions described herein.



          9. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof There are no
representations, warranties, promises, covenants or understandings other than those expressly set
forth herein. This Agreement may be amended only by a written document executed by the parties
hereto with the same formalities as accompanied the execution of this Agreement.




          10. Severability of Provisions. If any provisions of this Agreement should be declared invalid or unenforceable, such invalidity or unenforceability shall not
affect the other provisions of this Agreement, it being agreed that such provisions are severable and
that this Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.




          11. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware irrespective of any forum in
which any action concerning this Agreement may be brought.




 









 





          12. Arbitration of Disputes. Except with respect to any matter relating to a breach of Section 16 hereof, any controversy or claim arising out of or in connection
with this Agreement, any breach of this Agreement, or any disagreements or disputes as to the meaning or interpretation of this Agreement, or the performance or non-performance of any of the terms or provisions hereof, shall be settled by arbitration in Philadelphia, Pennsylvania
in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.




          13. Limitation of Liability.





          a. Sub-Adviser will not be liable to Manager for any error of
judgment or for any loss suffered by Manager in connection with the performance of its
obligations under this Agreement, except a loss resulting from breach of this Agreement,
or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-
Adviser’s part in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement, except as may otherwise be provided under
provisions of applicable state law which cannot be waived or modified hereby.




          b. Manager will not be liable to Sub-Adviser for any error of
judgment or for any loss suffered by Sub-Adviser in connection with the performance of
its obligations under this Agreement, except a loss resulting from breach of this Agreement, or a loss resulting from willful misfeasance, bad faith or gross negligence on Manager’s part in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement, except as may otherwise be provided under
provisions of applicable state law which cannot be waived or modified hereby.



 









 





          14. Indemnification.





          a. Manager agrees to indemnify and hold harmless Sub-
Adviser and each person, if any, who controls Sub-Adviser, its members, managers,
employees, affiliates and agents against any and all loss, liability, claim, damage and
expense, including but not limited to attorneys’ fees, as incurred, arising out of or based
upon the breach of any provision of this Agreement by Manager, the inaccuracy of any of
the representations made by Manager under this Agreement, and any failure on the part of
Manager to carry out its duties under this Agreement.




          b. Manager will give prompt notice to Sub-Adviser of any action commenced against it in respect of which indemnity may be sought hereunder.




          c. Sub-Adviser will give prompt notice to Manager of any action commenced against it in respect of which indemnity may be sought hereunder.




          d. Sub-Adviser agrees to indemnify and hold harmless Manager and each person, if any, who controls Manager, its shareholders, directors,
employees, affiliates and agents against any and all loss, liability, claim, damage and
expense, including but not limited to attorneys’ fees, as incurred arising out of or based
upon the breach of any provisions of this Agreement by Sub-Adviser, the inaccuracy of
any of the representations made by Sub-Adviser under this Agreement, and any failure on
the part of Sub-Adviser to carry out its duties under this Agreement.



 









 





          15. Assignment. Neither party, without written consent of the other,
may assign any of the rights or obligations under this Agreement.




          16. Confidentiality.





          a. Subject to the duty of Manager and Sub-Adviser to comply with the applicable
law, including any demand of any regulatory or taxing authority having jurisdiction, the
parties hereto will treat as confidential all information-pertaining to Assets. Whether or
not designated as confidential and information provided by one party to another prior to the
date hereof. Notwithstanding anything to the contrary set forth herein, information shall not
be deemed confidential if it is (i) published or otherwise becomes public or within the
public domain through no act or failure to act by the party receiving the information; (ii)
known to the receiving party at the time of disclosure to such receiving party without a
violation of applicable law; and (iii) subsequently acquired by the receiving party from a
third party who has a bona fide right to make such information available without restriction;
(iv) information shown by the receiving party to be independently developed by the receiving
party without reference to, and independently of, any disclosures made by the disclosing
party to the receiving party.




          b. If Manager prepares standard written materials for public distribution that
describes its services or programs and mentions Sub-Adviser, Manager will provide Sub-Adviser
with copies of such materials for Sub-Adviser’s approval (which shall not be unreasonably
withheld) prior to their use. Manager agrees that it will not give any information or make
any representations concerning Sub-Adviser or in connection with the sale of Sub-Adviser’s
investment advisory services, other than those



 









 







contained in any written, audio or audio-visual materials prepared or approved by Sub-Adviser for
use in connection with the sale of services.




          c. If Sub-Adviser prepares standard written materials for public
distribution that describes its services or programs and mentions Manager, Sub-Adviser
will provide Manager with copies of such materials for Manager’s approval (which shall
not be unreasonably withheld) prior to their use. Sub-Adviser agrees that it will not give
any information or make any representations concerning Manager or in connection with
the sale of Manager’s investment advisory services, other than those contained in any
written, audio or audio-visual materials prepared or approved by Manager for use in
connection with the sale of services.




          d. Each party acknowledges that the disclosure of confidential information by a party receiving such information may suffer immediate and irreparable harm to its
goodwill and its business that will not be compensable by damages alone if a party which receives
confidential information thereafter discloses such information in violation of this Agreement and
in such event the party whose confidential information has been disclosed by the other party shall
not have a remedy at law and thus, shall be entitled to obtain a temporary, preliminary and
permanent injunction to prevent or restrain any actual or threatened breach of this Section 16.
Such injunctive relief shall be in addition to and not in limitation of any other rights, remedies
or damages available at law or in equity arising out of a breach of this section.



 









 








          IN WITNESS WHEREOF, each of the parties hereto has entered into this Agreement as of the day
and year first above written.




	 	 	 	 	 
	 	Attalus Capital, L.L.C.

 	 
	 	By  	/s/ PATRICK EGAN
 	 
	 	 	Name:  	PATRICK EGAN 	 
	 	 	Title:  	CEO 	 
	 
	 	National Investment Services, Inc.

 	 
	 	By  	/s/ LARRY HASLEE
 	 
	 	 	Name:  	LARRY HASLEE  	 
	 	 	Title:  	Vice President 	 
	 




 











 





Schedule A



Fee Schedule