Duties and Obligations of the Sub. administrator. ----------------------------------------------- (a) Subject to the direction and control of the Board and the provisions of this Agreement, the Sub-Administrator shall provide to the Administrator on behalf of the Trust and each Fund the administrative services set forth on Schedule I attached hereto. (b) In performing hereunder, the Sub-Administrator shall provide, at its expense, office space, facilities, equipment and personnel. (c) The Sub-Administrator shall not provide any services relating to the management, investment advisory or sub-advisory functions of the Trust or any Fund, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors. (d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent. (e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Administrator or the Trust to cause any information, documents or advice to be provided to the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the Administrator. (f) Nothing in this Agreement shall limit or restrict the Sub-Administrator, any affiliate of the Sub-Administrator or any officer or employee thereof from acting as Sub-Administrator for or with any third parties. (g) The Sub-Administrator may apply to an officer of the Administrator for written instructions with respect to any matter arising in connection with the Sub-Administrator's performance hereunder, and the Sub-Administrator shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Sub-Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counsel. (h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Sub. administrator. -----------------------------------------------ADVISER WITH RESPECT TO INVESTMENTS OF ASSETS OF THE FUNDS
(a) Subject to the succeeding provisions of this section and subject to the oversight and review of the Adviser and the direction and control of the Board and of Directors of the provisions of this AgreementFund Company, the Sub-Administrator Adviser shall:
(i) Determine what securities shall provide to be purchased or sold by each Fund specified on Exhibit A;
(ii) Arrange for the Administrator purchase and the sale of securities held in each Fund specified on behalf Exhibit A; and
(iii) Provide the Adviser and the Directors with such reports as may reasonably be requested in connection with the discharge of the Trust foregoing responsibilities and each the discharge of the Adviser's responsibilities under its Investment Advisory Agreement with the Fund Company and those of the administrative services set forth on Schedule I attached heretoDistributor under its Distribution Agreement with the Fund Company.
(b) In performing hereunder, Any investment purchases or sales made by the Sub-Administrator Adviser under this section shall provideat all times conform to, at its expenseand be in accordance with, office spaceany requirements imposed by: (1) the provisions of the Investment Company Act of 1940 (the "Act") and of any rules or regulations in force thereunder; and (2) the provisions of the Articles of Incorporation and Bylaws of the Fund Company as amended from time to time; (3) any policies and determinations of the Board of Directors of the Fund Company; and (4) along with any amendments thereto, facilitiesthe fundamental investment policies of the relevant Fund, equipment as reflected in the Fund Company's registration statement under the Act, or as amended by the shareholders of the Fund Company; provided that copies of the items referred to in clauses (2), (3) and personnel(4) shall have been furnished to the Sub-Adviser.
(c) The Sub-Administrator Adviser shall not provide give the Fund Company the benefit of its best judgment and effort in rendering services hereunder. In the absence of willful misfeasance, bad faith, negligence, reckless disregard of its obligations or duties hereunder or violation of applicable law ("disabling conduct") on the part of the Sub-Adviser (or any services relating of its officers, directors, general partner(s), agents or employees (each a "Sub-Adviser Affiliate")), neither the Sub-Adviser nor any Sub-Adviser Affiliate shall be subject to liability to the management, investment advisory Fund Company or sub-advisory functions to any shareholder of the Trust Fund Company for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any Funderror of judgment or actions performed or for any loss suffered by any of them in connection with the matters to which this Agreement relates, distribution of shares of any Fund, maintenance except to the extent specified in Section 36(b) of the Trust's or Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Fund Company shall indemnify the Sub-Adviser and each Sub-Adviser Affiliate against any Fund's financial records or other services normally performed liability arising from their conduct under this Agreement to the extent permitted by the Trust or Funds' counsel or independent auditorsFund Company's Articles of Incorporation, Bylaws and applicable law. This Section 2(c) shall survive the termination of this Agreement.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Administrator or the Trust to cause any information, documents or advice to be provided to the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the Administrator.
(f) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment advisor or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its or their own accounts or for the accounts of others for whom it or they may be acting. The Sub-Adviser will, however, promptly notify the Adviser when the Sub-Adviser undertakes to manage the assets of any other mutual fund sponsored by a Catholic organization. In addition, the Sub-Adviser expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligation to the Fund Company under this Agreement or under the Act. It is agreed that the Sub-Adviser shall have no responsibility or liability for the accuracy or completeness of the Fund Company's Registration Statement under the Act and the Securities Act of 1933, except for information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Company in any way or otherwise be deemed an agent of the Fund Company.
(e) In connection with its duties to arrange for the purchase and sale of each Fund's portfolio securities, the Sub-Adviser shall follow the principles set forth in any investment advisory agreement in effect from time to time between the Fund Company and the Adviser, provided that a copy of any such agreement and any amendment thereto shall have been provided to the Sub-Adviser. The Sub-Adviser will promptly communicate to the Adviser and to the officers and the Directors of the Fund Company such information relating to portfolio transactions as they may reasonably request. Without limiting the generality of the foregoing, with respect to the execution of transactions on behalf of a Fund, and except as otherwise instructed from time to time by the Board of Directors of the Fund Company, the Sub-Adviser shall place, or arrange for the placement of, all orders for purchases, sales or loans either directly with the issuer or with a broker-dealer, or other counterparty or agent selected by the Sub-Adviser. In connection with the selection of all such parties for the placement of all such orders, the Sub-Adviser shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion, as a secondary factor, purchase and sell portfolio securities from and to broker-dealers who provide research and analysis to the Sub-Adviser which the Sub-Adviser lawfully and appropriately may use in its capacity as Sub-Adviser, whether or not such research and analysis also may be useful to the Sub-Adviser in connection with its services to other clients. In recognition of such research and analytical services or brokerage services provided by a broker or dealer, the Sub-Adviser is authorized to pay such broker or dealer a commission or spread in excess of that which might be charged by another broker or dealer for the same transaction if the Sub-Adviser determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided. The Fund Company hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. The Fund Company hereby consents to the retention by such entity or person of compensation for such transaction in accordance with Rule 11a2-2(T)(a)(iv). The Sub-Adviser may, where it deems it to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for one or more Funds, and/or other clients of the Sub-Administrator Adviser in order to obtain best execution or lower brokerage commissions. In such event, the Sub-Adviser shall allocate the shares so purchased or sold, as well as the expense incurred in the transaction, in a manner it considers to be equitable and fair, and consistent with its fiduciary obligations to the Fund Company, the Funds and the Sub-Adviser's other customers.
(f) The Sub-Adviser shall, where it deems it appropriate, make recommendations to the Fund Company as to the manner in which voting rights, rights to consent to the Fund Company or Fund Action, and any other rights pertaining to the Fund Company or any officer or employee thereof from acting as of the Funds shall be exercised; provided that the Sub-Administrator for Adviser shall have no obligation nor any authority to execute any voting proxies or consents on behalf of the Fund Company or any Fund, but rather shall promptly forward to the Fund Company all proxy and other solicitation materials that the Sub-Adviser may receive with respect to any third partiessuch voting rights or consents.
(g) The Sub-Administrator may apply to an officer Adviser shall be responsible for preparing and filing with the SEC all reports on Schedule 13F required under Section 13(f) of the Administrator for written instructions with respect to any matter arising Securities Exchange Act of 1934 in connection with equity positions held by each Fund for which the Sub-Administrator's performance hereunder, and the Sub-Administrator shall not be liable for any action taken Adviser has investment or omitted to be taken by it in good faith in accordance with such instructions. Such application for instructions may, at the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken by the Sub-Administrator with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of such counselvoting discretion.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative services set forth on Schedule I attached heretocomposition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust;
(iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(v) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by:
(1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelRegistration Statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider whether a dealer has provided research services, as further discussed below. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Sub- Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative composition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust; (iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust; (iv) Furnish information as to such securities to any provider of fund accounting services set forth to the Trust;
(v) monitor records of the Trust as to the portfolio, including prices, maintained by such provider of such services; and supply, monthly or more frequently as may be necessary, pricing of the Trust's portfolio based on Schedule I attached heretoavailable market quotations using a pricing service or other source of pricing information satisfactory to the Trust.
(vi) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by: (1) the Investment Company Act of 1940 (the "Act") and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelregistration statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub- Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Churchill Cash Reserves Trust)
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative services set forth on Schedule I attached heretocomposition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust;
(iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(v) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by: (1) the Investment Company Act of 1940 (the "Act") and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelregistration statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub- Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub- Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To --------------------------------------------------------- Investment of the Assets of the Trust -------------------------------------
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative services set forth on Schedule I attached heretocomposition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust;
(iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(v) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by: (1) the Investment Company Act of 1940 (the "Act") and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelregistration statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub- Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub- Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Cascades Trust)
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative services set forth on Schedule I attached heretocomposition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust;
(iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust;
(iv) at its expense provide for pricing of the Trust's portfolio daily using a pricing service or other source of pricing information satisfactory to the Trust and, unless otherwise directed by the Board of Trustees, provide for pricing of the Trust's portfolio at least quarterly using another such source satisfactory to the Trust; and
(v) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by:
(1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelRegistration Statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider (i) whether a dealer has provided research services, as further discussed below. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative services set forth on Schedule I attached heretocomposition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust; (iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust; (iv) either keep the accounting records of the Trust, including the computation of net asset value per share and the dividends or, at its expense and responsibility, delegate such duties in whole or in part to a company satisfactory to the Trust; and
(v) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by: (1) the Investment Company Act of 1940 (the "Act") and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelregistration statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub- Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub- Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Duties and Obligations of the Sub. administrator. -----------------------------------------------
(a) Adviser With Respect To Investment of the Assets of the Fund Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Fund, the Sub-Administrator shall provide to Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust Fund and each Fund the administrative services set forth on Schedule I attached heretocomposition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Fund;
(iii) arrange for the purchase and the sale of securities held in the portfolio of the Fund; and
(iv) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by: (1) the Investment Company Act of 1940 (the "Act") and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Fund; and (5) the fundamental policies of the Fund, as reflected in its expense, office space, facilities, equipment and personnelregistration statement under the Act or as amended by the shareholders of the Fund.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the managementManager and to the Fund the benefit of its best judgment and effort in rendering services hereunder, investment advisory or sub-advisory functions of the Trust or any Fund, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing Except as provided in section 7, nothing in this Agreement shall prevent the Sub-Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation, and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Fund under this Agreement. The Manager hereby acknowledges that the Sub-Adviser renders investment advisory and managerial services to many different clients and, therefore, may give investment advice and take action with respect to any of its other clients which may differ from the advice given or action taken under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Fund's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Fund to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub- Adviser shall cause the Fund to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub-Adviser determines that better price or execution may be obtained by paying such commissions; the Fund expects that most transactions will be principal transactions at net prices and that the Fund will incur little or no brokerage costs. The Fund understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub- Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a ealer has sold shares of the Fund. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Fund recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Fund and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Fund as are required by applicable law and regulation, and agrees that all records which it maintains for the Fund on behalf of the Manager shall be the property of the Fund and agrees upon reasonable request to provide to the Fund or the Manager copies of any and all records it maintains in accordance with any third partiesthis Agreement.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Fund such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Fund's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Fund as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Manager, the Fund or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Fund may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Fund's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Aquila Three Peaks High Income Fund)
Duties and Obligations of the Sub. administrator. -----------------------------------------------Adviser With Respect To Investment of the Assets of the Trust
(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board Manager and the provisions Board of this AgreementTrustees of the Trust, the Sub-Administrator shall provide to Sub- Adviser shall:
(i) supervise continuously the Administrator on behalf investment program of the Trust and each Fund the administrative composition of its portfolio;
(ii) determine what securities shall be purchased or sold by the Trust; (iii) arrange for the purchase and the sale of securities held in the portfolio of the Trust; (iv) Furnish information as to such securities to any provider of fund accounting services set forth to the Trust;
(v) monitor records of the Trust as to the portfolio, including prices, maintained by such provider of such services; and supply, monthly or more frequently as may be necessary, pricing of the Trust's portfolio based on Schedule I attached heretoavailable market quotations using a pricing service or other source of pricing information satisfactory to the Trust.
(vi) consult with the Manager in connection with its duties hereunder.
(b) In performing hereunder, Any investment program furnished by the Sub-Administrator Adviser under this section shall provideat all times conform to, at and be in accordance with, any requirements imposed by: (1) the Investment Company Act of 1940 (the "Act") and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Trust as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Trust; and (5) the fundamental policies of the Trust, as reflected in its expense, office space, facilities, equipment and personnelregistration statement under the Act or as amended by the shareholders of the Trust.
(c) The Sub-Administrator Adviser shall not provide any services relating give to the management, investment advisory or sub-advisory functions of Manager and to the Trust or any Fundthe benefit of its best judgment and effort in rendering services hereunder, distribution of shares of any Fund, maintenance of the Trust's or any Fund's financial records or other services normally performed by the Trust or Funds' counsel or independent auditors.
(d) Upon receipt of the Administrator's prior written consent (which shall not be unreasonably withheld), but the Sub-Administrator may delegate any of its duties and obligations hereunder to any delegee or agent whenever and on such terms and conditions as it deems necessary or appropriate. Notwithstanding the foregoing, no consent shall be required for any such delegation to any other subsidiary of The Bank of New York Administrator, Inc. The Sub-Administrator shall not be liable to the Administrator, the Trust or any Fund for any loss or damage arising out of, or in connection with, the actions or omissions to act of any delegee or agent utilized hereunder so long as the Sub-Administrator acts in good faith and without negligence or willful misconduct in the selection of such delegee or agent.
(e) The Administrator shall cause its and the Trust's officers, advisors, sponsor, distributor, legal counsel, independent accountants, current Sub-Administrator (if any) and transfer agent to cooperate with the Sub-Administrator and to provide the Sub-Administrator, upon request, with such information, documents and advice relating to the Trust or any Fund as is within the possession or knowledge of such persons, in order to enable the Sub-Administrator to perform its duties hereunder. In connection with its duties hereunder, the Sub-Administrator shall be entitled to rely, and shall be held harmless when acting in reliance upon the instructions, advice or any documents relating to the Trust or any Fund provided to the Sub-Administrator by any of the aforementioned persons. The Sub-Administrator Adviser shall not be liable for any loss, damage or expense resulting from or arising out loss sustained by reason of the failure adoption of the Administrator any investment policy or the Trust to cause purchase, sale or retention of any informationsecurity, documents whether or advice to be provided to not such purchase, sale or retention shall have been based upon (i) its own investigation and research or (ii) investigation and research made by any other individual, firm or corporation, if such purchase, sale or retention shall have been made and such other individual, firm or corporation shall have been selected in good faith by the Sub-Administrator as provided herein. All fees or costs charged by such persons shall be borne by the AdministratorAdviser.
(fd) Nothing in this Agreement shall prevent the Sub- Adviser or any affiliated person (as defined in the Act) of the Sub-Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way limit or restrict the Sub-AdministratorAdviser or any such affiliated person from buying, selling or trading any affiliate securities for its own or their own accounts or for the accounts of others for whom it or they may be acting, provided, however, that the Sub-Adviser expressly represents that, while acting as Sub-Adviser, it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
(e) In connection with its duties to arrange for the purchase and sale of the Trust's portfolio securities, the Sub-Adviser shall select such broker-dealers ("dealers") as shall, in the Sub-Adviser's judgment, implement the policy of the Trust to achieve "best execution," i.e., prompt, efficient, and reliable execution of orders at the most favorable net price. The Sub-Adviser shall cause the Trust to deal directly with the selling or purchasing principal or market maker without incurring brokerage commissions unless the Sub- Adviser determines that better price or execution may be obtained by paying such commissions; the Trust expects that most transactions will be principal transactions at net prices and that the Trust will incur little or no brokerage costs. The Trust understands that purchases from underwriters include a commission or concession paid by the issuer to the underwriter and that principal transactions placed through dealers include a spread between the bid and asked prices. In allocating transactions to dealers, the Sub-Adviser is authorized to consider, in determining whether a particular dealer will provide best execution, the dealer's reliability, integrity, financial condition and risk in positioning the securities involved, as well as the difficulty of the transaction in question, and thus need not pay the lowest spread or commission available if the Sub-Adviser determines in good faith that the amount of commission is reasonable in relation to the value of the brokerage and research services provided by the dealer, viewed either in terms of the particular transaction or the Sub-Adviser's overall responsibilities. If, on the foregoing basis, the transaction in question could be allocated to two or more dealers, the Sub-Adviser is authorized, in making such allocation, to consider
(i) whether a dealer has provided research services, as further discussed below; and (ii) whether a dealer has sold shares of the Trust. Such research may be in written form or through direct contact with individuals and may include quotations on portfolio securities and information on particular issuers and industries, as well as on market, economic, or institutional activities. The Trust recognizes that no dollar value can be placed on such research services or on execution services and that such research services may or may not be useful to the Trust and may be used for the benefit of the Sub-Administrator Adviser or any officer or employee thereof from acting as its other clients.
(f) The Sub-Administrator Adviser agrees to maintain, and to preserve for the periods prescribed, such books and records with respect to the portfolio transactions of the Trust as are required by applicable law and regulation, and agrees that all records which it maintains for the Trust on behalf of the Manager shall be the property of the Trust and shall be surrendered promptly to the Trust or with any third partiesthe Manager upon request.
(g) The Sub-Administrator may apply Adviser agrees to an officer furnish to the Manager and to the Board of Trustees of the Administrator for written instructions with respect to any matter arising in connection with Trust such periodic and special reports as each may reasonably request.
(h) It is agreed that the Sub-AdministratorAdviser shall have no responsibility or liability for the accuracy or completeness of the Trust's performance hereunderRegistration Statement under the Act and the Securities Act of 1933, and except for information supplied by the Sub-Administrator Adviser for inclusion therein. The Sub-Adviser shall promptly inform the Trust as to any information concerning the Sub-Adviser appropriate for inclusion in such Registration Statement, or as to any transaction or proposed transaction which might result in an assignment (as defined in the Act) of this Agreement.
(i) The Sub-Adviser shall not be liable for any action taken error in judgment or omitted for any loss suffered by the Trust or its security holders in connection with the matters to be taken which this Agreement relates, except a loss resulting from wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Nothing in this Agreement shall, or shall be construed to, waive or limit any rights which the Trust may have under federal and state securities laws which may impose liability under certain circumstances on persons who act in good faith in accordance faith.
(j) To the extent that the Manager is indemnified under the Trust's Declaration of Trust with such instructions. Such application for instructions may, at respect to the option of the Sub-Administrator, set forth in writing any action proposed to be taken or omitted to be taken services provided hereunder by the Sub-Administrator with respect Adviser, the Manager agrees to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken, and provide the Sub-Administrator shall not be liable for any action taken or omitted to be taken in accordance with a proposal included in any such application on or after Adviser the date specified therein unless, prior to taking or omitting to take any such action, the Sub-Administrator has received written instructions in response to such application specifying the action to be taken or omitted. The Sub-Administrator may consult with counsel to the Administrator or the Trust, at the Administrator's expense, or its own counsel (at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion benefits of such counselindemnification.
(h) The Sub-Administrator shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and Schedule I hereto, and no covenant or obligation shall be implied against the Sub-Administrator in connection with this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Churchill Cash Reserves Trust)
