Common use of ADVISORY DUTIES Clause in Contracts

ADVISORY DUTIES. The Sub-Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Investment Company's then-current Registration Statement relating to the Fund. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust and By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the Adviser, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (f) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the Adviser; (g) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 5 contracts

Samples: Investment Sub Advisory Agreement (Citizens Funds), Investment Sub Advisory Agreement (Citizens Funds), Investment Sub Advisory Agreement (Citizens Funds)

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ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the “Board”), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's ’s investment objective and policies as stated in the Investment Company's then-then current prospectus and Statement of Additional Information for such Fund contained in the Trust’s Registration Statement relating on Form N-1A (the “Registration Statement”), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's ’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. 29524) (December 13, 2010) granted pursuant to the Amended and Restated Application, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's Trust’s securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company Deposit Securities and the Fund Securities required for a Fund Deposit or the Adviser at any time make Redemption for each Fund as may be necessary as a definite determination as to investment policy result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust’s Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 5 contracts

Samples: Investment Advisory Agreement (SSgA Master Trust), Investment Advisory Agreement (SSgA Active ETF Trust), Investment Advisory Agreement (SSgA Master Trust)

ADVISORY DUTIES. The Sub-Adviser shall manage the formulate and implement a continuous investment operations and the composition of such portion of program for the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof investments therefor, in accordance with the Fund's investment objective and policies as stated in the Investment Company's then-current Registration Statement relating to the FundStatement. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Subject to the supervision and control of the Adviser, the Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the Adviser, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Fund and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the Adviser; (gf) The the investment advisory services of the Sub-Adviser with respect to the Investment Company and the Adviser Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Ssga Funds), Investment Sub Advisory Agreement (Ssga Funds)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws of the Investment CompanyLaws, as each may be amended from time to timeRegistration Statement, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and. (hg) Should the Trustees With respect to any Fund of the Investment Company Trust, for so long as all investable assets of the Fund are invested in a Portfolio of the State Street Master Trust or another investment company with substantially the Adviser at any time make same investment objectives and policies as the Fund (a definite determination as to investment policy and notify the Sub-Adviser thereof"Master Fund"), the Sub-Adviser Adviser's duties with respect to that Fund shall be bound by such determination for to monitor the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees services of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Master Fund to determine what assets shall be purchased, sold or exchanged and what portion, if any, of an investment in the assets shall be held uninvestedMaster Fund remains appropriate.

Appears in 2 contracts

Samples: Investment Advisory Agreement (State Street Institutional Investment Trust), Investment Advisory Agreement (State Street Institutional Investment Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Investment Company, the Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Investment Company's then-current Registration Statement relating to the FundStatement. The SubAdviser is authorized to engage one or more sub-advisers in connection with the Adviser's duties under this Agreement, which sub-advisers may be affiliates of the Adviser. The Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserCompany, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations;. (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as an other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactionstransaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the Adviser;Company; and (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Ssga International Liquidity Fund), Investment Advisory Agreement (International Currency Fund)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Investment Company, the Adviser shall manage the investment operations and the composition of such portion of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the such Fund's investment objective and policies as stated in the Investment Company's then-current Registration Statement relating to the FundStatement. The SubAdviser is authorized to engage one or more sub-advisers in connection with the Adviser's duties under this Agreement, which sub-advisers may be affiliates of the Manager. The Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserCompany, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserCompany; (gf) The the investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and. (hg) Should With respect to the Trustees SSgA S&P 500 Index Fund, for so long as all investable assets of the Investment Company or Fund are invested in another investment company with substantially the Adviser at any time make a definite determination as to same investment policy objectives and notify the Sub-Adviser thereofpolicies ("Master Fund"), the Sub-Adviser Adviser's duties shall be bound by such determination for to monitor the period, services of the Master Fund to determine if any, specified an investment in such notice or until notified that such determination has been revokedthe Master Fund remains appropriate. FurtherIn the event assets are no longer invested in the Master Fund, the Adviser or the Trustees of the Investment Company may at any time, upon notice Adviser's duties shall revert to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedthose contained in this Section 2.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Ssga Funds), Investment Advisory Agreement (Ssga Funds)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Investment Company, the Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to timeFunds, including the purchase, retention and disposition thereof, in accordance with the each Fund's investment objective and policies as stated in the Investment Company's then-current Registration Statement relating to the FundStatement. The SubAdviser is authorized to engage one or more sub-advisers in connection with the Adviser's duties under this Agreement, which sub-advisers may be affiliates of the Manager. The Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the each Fund, determine from time to time what investments or securities Securities will be purchased, retained or sold by the each Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserCompany, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations;. (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that that, in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactionstransaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients;. (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request;. (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the Adviser;Company. (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 2 contracts

Samples: Investment Advisory Agreement (State Street Master Funds), Investment Advisory Agreement (State Street Navigator Securities Lending Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws of the Investment CompanyLaws, as each may be amended from time to timeRegistration Statement, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 2 contracts

Samples: Investment Advisory Agreement (State Street Master Funds), Investment Advisory Agreement (State Street Institutional Investment Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Directors of the Company (the “Board”), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the Fund's assets as the Adviser may designate from time to timeCompany, including the purchase, retention and disposition thereofof the securities and other instruments held by the Company, in accordance with the Company’s Memorandum and Articles of Association and the Fund's ’s investment objective and policies as stated in the Investment Company's then-then current prospectus and Statement of Additional Information for the Fund contained in the Trust’s Registration Statement relating on Form N-1A (the “Registration Statement”), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's ’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundCompany, determine from time to time what investments or securities will be purchased, retained or sold by the FundCompany, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Memorandum and Articles of Trust and By-Laws Association of the Investment Company, as each may be amended from time to time, Company and the then-current Registration Statement of the Investment Company Statement, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees Directors of the Investment Company and the Adviser such information relating to Fund transactions of the Company as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Company as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's ’s securities transactions and shall render to the Investment Company's ’s Board of Trustees and the Adviser Fund such periodic and special reports as either the Board or the Adviser Fund may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Fund with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserFund; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 1 contract

Samples: Investment Advisory Agreement (State Street Institutional Investment Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Investment Company, the Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Investment Company's then-current Registration Statement relating to the FundStatement. The SubAdviser is authorized to engage one or more sub-advisers in connection with the Adviser's duties under this Agreement, which sub-advisers may be affiliates of the Manager. The Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserCompany, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserCompany; (gf) The the investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 1 contract

Samples: Investment Advisory Agreement (Seven Seas Series Fund)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Trustees of the Trust, the Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to timeFunds, including the purchase, retention and disposition thereof, in accordance with the each Fund's investment objective and policies as stated in the Investment CompanyTrust's then-current Prospectus and Statement of Additional Information (together, the "Registration Statement relating to the FundStatement"). The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust and Trust, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company Trust and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserTrust, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment CompanyTrust's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser Trustees may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 1 contract

Samples: Investment Advisory Agreement (Financial Investors Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. ) ( , 2000) granted pursuant to the First Amended and Restated Application, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company Deposit Securities and the Fund Securities required for a Fund Deposit or the Adviser at any time make Redemption for each Fund as may be necessary as a definite determination as to investment policy result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust's Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 1 contract

Samples: Investment Advisory Agreement (Streettracks Series Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Fund's Board of Directors, the Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, Portfolio in accordance with the Fund's investment objective and policies as stated in the Investment CompanyFund's then-current Registration Statement relating to the Fund. The Sub-Adviser's duties hereunder are (as defined in paragraph 3(d) of this Agreement), and subject to the following understandings: (a) The Sub-Adviser shall provide supervision of supervise the Portfolio's investments, furnish a continuous investment program for the FundPortfolio, determine from time to time what investments or securities will be purchased, retained or sold by the FundPortfolio, and what portion of the Portfolio's assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use the same skill and care in the management of the Portfolio as it uses in the administration of other fiduciary accounts for which it has investment responsibility; (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration Articles of Trust and Incorporation. By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company Fund and with the instructions and directions of the Board of Trustees Directors of the Investment Company or the Adviser, provided, however, the Sub-Fund. The Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall will conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or and state laws and regulations; (cd) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders pursuant to its determination either directly with the issuer or with any broker and/or dealer who deals in the securities in which the Portfolio is active. The Adviser is directed to use its best efforts to obtain the best available price and most favorable execution, except, as prescribed herein. Subject to policies established by the Board of Directors of the Fund, the Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Adviser will promptly communicate to the officers and Trustees Directors of the Investment Company and the Adviser Fund such information relating to Fund portfolio transactions as they may reasonably request. : On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Fund's Capital Opportunity Portfolio as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchasedpurchased in order to obtain the best execution and lower brokerage commissions, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairlyif any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Portfolio and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyPortfolio's securities transactions and shall render to the Investment CompanyFund's Board of Trustees and the Adviser Directors such periodic and special reports as the Board or the Adviser may reasonably request; (f) The Sub-Adviser shall provide the Investment Company and the Adviser Portfolio on each business day with a list of all securities transactions as reasonably requested by the Investment Company or the Adviserfor that day; (g) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Portfolio under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 1 contract

Samples: Investment Advisory Agreement (Vanguard Horizon Fund Inc)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. 24666) (September 25, 2000) granted pursuant to the Second Amended and Restated Application, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company Deposit Securities and the Fund Securities required for a Fund Deposit or the Adviser at any time make Redemption for each Fund as may be necessary as a definite determination as to investment policy result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust's Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 1 contract

Samples: Investment Advisory Agreement (Streettracks Series Trust)

ADVISORY DUTIES. The Subject to the supervision of the Adviser and the Board of Directors of the Fund (the “Board” or “Board of Directors”), the Sub-Adviser shall manage the Rxxxxxx 3000® Index Strategy investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the Fund's ’s investment objective and policies as stated in the Investment Company's then-current Fund’s effective registration statement on Form N-2 (“Registration Statement relating to the FundStatement”). The Sub-Adviser's ’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust and Fund’s Limited Partnership Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company Directors or the Adviser, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees the Board of Directors of the Investment Company Fund and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Sub- Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Fund and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's Fund’s securities transactions and shall render to the Investment Company's Board of Trustees Directors and the Adviser such periodic and special reports as the Board of Directors or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company Fund and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company Fund or the Adviser; (gf) The investment advisory services of the Sub-Adviser to the Investment Company Fund and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and. (hg) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by maintain written policies and procedures (“Compliance Policies”) reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 of the Rules and Regulation under the 1940 Act). Sub-Adviser shall fully cooperate with the Fund in connection with the Fund’s compliance with its obligations under Rule 38a-1 of the Rules and Regulation under the 1940 Act, including without limitation providing copies of such determination Compliance Policies, or written summaries thereof, to the Fund upon reasonable request and providing access to agents of the Fund during normal business hours for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, purpose of permitting the Adviser or the Trustees of the Investment Company may at any time, upon notice Fund to the review Sub-Adviser, suspend or restrict ’s compliance with Federal Securities Laws (as defined in Rule 38a-1 under the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested1940 Act).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Kiewit Investment Fund LLLP)

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ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's 2 duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. ) ( , 2000) granted pursuant to the First Amended and Restated Application, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company Deposit Securities and the Fund Securities required for a Fund Deposit or the Adviser at any time make Redemption for each Fund as may be necessary as a definite determination as to investment policy result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust's Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 1 contract

Samples: Investment Advisory Agreement (Index Exchange Listed Securities Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the “Board”), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's ’s investment objective and policies as stated in the Investment Company's then-then current prospectus and Statement of Additional Information for such Fund contained in the Trust’s Registration Statement relating on Form N-1A (the “Registration Statement”), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's ’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust and Trust, By-Laws of the Investment CompanyLaws, as each may be amended from time to timeRegistration Statement, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's Trust’s securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and. (hg) Should the Trustees With respect to any Fund of the Investment Company Trust, for so long as all investable assets of the Fund are invested in a Portfolio of the State Street Master Trust or another investment company with substantially the Adviser at any time make same investment objectives and policies as the Fund (a definite determination as to investment policy and notify the Sub-Adviser thereof“Master Fund”), the Sub-Adviser Adviser’s duties with respect to that Fund shall be bound by such determination for to monitor the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees services of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Master Fund to determine what assets shall be purchased, sold or exchanged and what portion, if any, of an investment in the assets shall be held uninvestedMaster Fund remains appropriate.

Appears in 1 contract

Samples: Investment Advisory Agreement (State Street Institutional Investment Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Investment Company, the Adviser shall manage the investment operations and the composition of such portion of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the such Fund's ’s investment objective and policies as stated in the Investment Company's then-current ’s Registration Statement relating to the FundStatement. The SubAdviser is authorized to engage one or more sub-advisers in connection with the Adviser's ’s duties under this Agreement, which sub-advisers may be affiliates of the Manager. The Adviser’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserCompany, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's ’s securities transactions and shall render to the Investment Company's ’s Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserCompany; (gf) The the investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and. (hg) Should With respect to those Funds set forth on Exhibit B (“Feeder Fund(s)”), for so long as all investable assets of a Feeder Fund are invested in another investment company with substantially the Trustees same investment objectives and policies (“Master Fund”), the Adviser’s duties shall be to monitor the services of the Investment Company or Master Fund to determine if an investment in the Adviser at any time make a definite determination as to investment policy and notify Master Fund remains appropriate. In the Sub-Adviser thereofevent assets are no longer invested in the Master Fund, the Sub-Adviser Adviser’s duties shall be bound by such determination for the period, if any, specified revert to those contained in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedthis Section 2.

Appears in 1 contract

Samples: Investment Advisory Agreement (Ssga Funds)

ADVISORY DUTIES. The Subject to the supervision of the Adviser and the Board of Directors of the Fund (the “Board” or “Board of Directors”), the Sub-Adviser shall manage the Rxxxxxx 3000® Index Strategy investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereof, in accordance with the Fund's ’s investment objective and policies as stated in the Investment Company's then-current Fund’s effective registration statement on Form N-2 (“Registration Statement relating to the FundStatement”). The Sub-Adviser's ’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust and Fund’s Limited Partnership Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company Directors or the Adviser, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees the Board of Directors of the Investment Company Fund and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Fund and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's Fund’s securities transactions and shall render to the Investment Company's Board of Trustees Directors and the Adviser such periodic and special reports as the Board of Directors or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company Fund and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company Fund or the Adviser; (gf) The investment advisory services of the Sub-Adviser to the Investment Company Fund and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and. (hg) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by maintain written policies and procedures (“Compliance Policies”) reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1 of the Rules and Regulation under the 1940 Act). Sub-Adviser shall fully cooperate with the Fund in connection with the Fund’s compliance with its obligations under Rule 38a-1 of the Rules and Regulation under the 1940 Act, including without limitation providing copies of such determination Compliance Policies, or written summaries thereof, to the Fund upon reasonable request and providing access to agents of the Fund during normal business hours for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, purpose of permitting the Adviser or the Trustees of the Investment Company may at any time, upon notice Fund to the review Sub-Adviser, suspend or restrict ’s compliance with Federal Securities Laws (as defined in Rule 38a-1 under the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested1940 Act).

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Kiewit Investment Fund LLLP)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. 25767) (October 11, 2002) granted pursuant to the Amended and Restated Application, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company Deposit Securities and the Fund Securities required for a Fund Deposit or the Adviser at any time make Redemption for each Fund as may be necessary as a definite determination as to investment policy result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust's Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 1 contract

Samples: Investment Advisory Agreement (Fresco Index Shares Funds)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings:: 2 (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. ) (______________, 1998) granted pursuant to the ________ Amended and Restated Application No. 812-10662, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company or the Adviser at any time make Deposit Securities required for a definite determination Fund Deposit for each Fund as to investment policy may be necessary as a result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust's Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 1 contract

Samples: Investment Advisory Agreement (Sector SPDR Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's investment objective and policies as stated in the Investment Companythen current prospectus and Statement of Additional Information for such Fund contained in the Trust's then-current Registration Statement relating on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust and Trust, By-Laws Laws, Registration Statement and the terms and conditions of the Investment Company, as each may be amended from time to time, and order of exemption under the then-current Registration Statement 1940 Act of the Investment Company Securities and Exchange Commission (IC Release No. 23492) (October 20, 1998) granted pursuant to the Second Amended and Restated Application No. 812-10662, and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment CompanyTrust's securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (hg) Should The Adviser shall initially determine and make such modifications to the Trustees identity and number of shares of the Investment Company or the Adviser at any time make Deposit Securities required for a definite determination Fund Deposit for each Fund as to investment policy may be necessary as a result of rebalancing adjustments and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company corporate action events (and may at any time, upon notice give directions to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser Trust's Custodian with respect to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvestedsuch designation).

Appears in 1 contract

Samples: Investment Advisory Agreement (Sector SPDR Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Investment Company, the Adviser shall manage the investment operations and the composition of such portion of the Fund's assets as the Adviser may designate from time to timeFunds, including the purchase, retention and disposition thereof, in accordance with the Fund's each Funds investment objective and policies as stated in the Investment Company's then-current Companys Registration Statement relating to the FundStatement. The SubAdviser is authorized to engage one or more sub-Adviser's advisers in connection with the Advisers duties under this Agreement, which sub-advisers may be affiliates of the Manager. The Advisers duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the each Fund, determine from time to time what investments or securities Securities will be purchased, retained or sold by the each Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Master Trust and Agreement, By-Laws of the Investment Company, as each may be amended from time to time, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserCompany, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations;. (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser such information relating to Fund transactions as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that that, in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactionstransaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company and to such other clients;. (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's Companys securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request;. (fe) The Sub-Adviser shall provide the Investment Company and the Adviser with a list of all securities transactions as reasonably requested by the Investment Company or the Adviser;Company. (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 1 contract

Samples: Investment Advisory Agreement (State Street Navigator Securities Lending Trust)

ADVISORY DUTIES. The Sub-Subject to the supervision of the Board of Trustees of the Trust (the “Board”), the Adviser shall manage the investment operations and determine the composition of such portion the portfolio of the each Fund's assets as the Adviser may designate from time to time, including the purchase, retention and disposition thereofof the securities and other instruments held by the Fund, in accordance with the such Fund's ’s investment objective and policies as stated in the Investment Company's then-then current prospectus and Statement of Additional Information for such Fund contained in the Trust’s Registration Statement relating on Form N-1A (the “Registration Statement”), as such prospectus and Statement of Additional Information are amended or supplemented from time to the Fundtime. The Sub-Adviser's ’s duties hereunder are subject to the following understandings: (a) The Sub-Adviser shall provide supervision of investments, furnish a continuous investment program for the FundFunds, determine from time to time what investments or securities will be purchased, retained or sold by the FundFunds, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust and Trust, By-Laws of the Investment CompanyLaws, as each may be amended from time to timeRegistration Statement, and the then-current Registration Statement of the Investment Company and with the instructions and directions of the Board of Trustees of the Investment Company or the AdviserBoard, provided, however, the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations; (c) The Sub-Adviser shall promptly communicate to the officers and Trustees of the Investment Company and the Adviser Trust such information relating to Fund transactions of the Funds as they may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that in the reasonable opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Investment Company Trust and to such other clients; (d) For the purposes of compliance with the Fund's prospectus language on "social criteria" the Adviser will furnish the Sub-Adviser with an approved list of securities from which the Sub-Adviser will select. The Sub-Adviser may purchase securities which it has suggested for addition to the approved list and for which the Sub-Adviser has prescreened based upon the criteria provided by the Adviser. The Sub-Adviser shall not purchase securities which have been rejected by the Adviser for inclusion on the approved list; (e) The Sub-Adviser shall maintain books and records with respect to the Investment Company's Trust’s securities transactions and shall render to the Investment Company's Board of Trustees and the Adviser such periodic and special reports as the Board or the Adviser may reasonably request; (fe) The Sub-Adviser shall provide the Investment Company and the Adviser Trust with a list of all securities transactions as reasonably requested by the Investment Company or the AdviserTrust; (gf) The investment advisory services of the Sub-Adviser to the Investment Company and the Adviser Trust under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others; and (h) Should the Trustees of the Investment Company or the Adviser at any time make a definite determination as to investment policy and notify the Sub-Adviser thereof, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until notified that such determination has been revoked. Further, the Adviser or the Trustees of the Investment Company may at any time, upon notice to the Sub-Adviser, suspend or restrict the right of the Sub-Adviser to determine what assets shall be purchased, sold or exchanged and what portion, if any, of the assets shall be held uninvested.

Appears in 1 contract

Samples: Investment Advisory Agreement (State Street Master Funds)

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