Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested. (b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board. (c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board. (d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (e) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. (f) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect. (g) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hours. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor). (h) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives. (i) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time. (j) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business. (k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees. (l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust. (m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the each Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the each Portfolio. In all purchases, sales and other transactions in securities and other investments for the each Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of a Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the a Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the a Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the each Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of the Fund Trust, each Portfolio and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in a Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which a Portfolio maintains investments, or otherwise; taking into consideration the quantitative nature of aspects of Sub-advisor’s research process. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the each Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for each Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the relevant Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the a Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and, for changes in control, in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the each Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the each Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the relevant Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the a Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the a Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the any Portfolio, consult with any other sub-advisor to the relevant Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or AdvisorAdvisor upon request. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(cd) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(de) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(ef) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(fg) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gh) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor).
(hi) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(ij) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jk) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kl) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(lm) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(mn) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the AdvisorFund.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Advisor delegates authority to the Sub-advisor, and the Sub-advisor in coordination with the Co-Sub-advisor for so long as the Castle Financial Agreement is in effect will have joint discretion with the Co-Sub-advisor to make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and for that portion of the Portfolio managed by the Sub-advisor will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisoradvisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the TrustFund, to place orders and issue instructions with respect to those all transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full joint-discretion with the Co-Sub-advisor for so long as the Castle Financial Agreement is in effect, and act for the Trust in the same manner and with the same force and effect as the Trust and the Advisor, pursuant to the Advisory Agreement, might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactionstransactions of the Portfolio, such as proxy voting with respect to the securities of the Portfolio. The Sub-advisor shall promptly communicate and its duly authorized employees are authorized to direct the Advisor Fund’ custodian to open and maintain brokerage accounts for securities and other property for and in the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf name of the FundFund and to execute for the Fund as its agent, standard customer agreements with such broker or brokers as the Sub-advisor shall select broker-dealers that will implement the policy as provided above. Consistent with Section 28(e) of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange CommissionAct of 1934, Sub-advisor agrees that it will not purchase or sell securities for as amended (the Fund in any transaction in which it“1934 Act”), the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amendedadvisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed pursuant to procedures designed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each regular quarterly meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed at such meetings of important developments affecting the investment portfolio of Trust, the Fund Portfolio and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will refer to the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund. The policies and procedures set by the Board will be communicated by the Advisor to the Sub-advisor in advance, in writing.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will promptly report to the Board and the Advisor all material matters related relating to the Sub-advisor’s organizational structure, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities professional staff, and Exchange Commission regarding its examination of the activities of any other significant developments that may affect the Sub-advisor’s provision of services under this Agreement. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes. Any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior shall be communicated to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, the Advisor and the Trust as soon promptly as such information becomes known to Sub-advisor)possible.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable lawunder the 1940 Act, the Advisers Act, the 1934 Act, the Commodity Exchange Act, as amended, and the rules and regulations thereunder all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable lawunder such laws, rules and regulations. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, upon reasonable advance notice, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s ’ independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s ’ custodian and fund Fund’ accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund Fund’ accountant may reasonably require. In accordance with procedures adopted by the Board, the The Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts (i) provide access to arrange for the provision of prices from parties who are not affiliated persons one or more portfolio managers of the Sub-advisor who are knowledgeable about a security/issuer, its financial condition, trading and/or other relevant factors for each asset valuation, which portfolio managers shall be available for which consultation upon reasonable request; (ii) assist the Advisor or the Fund’ custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the Fund, upon the reasonable request of the Advisor or Fund’ custodian; (iii) upon the reasonable request of the Advisor or the Fund’ co-administrator(s), provide recommendations for fair valuations which are to be determined, as applicable, by the Trust’s fund accountant does not obtain prices Valuation Committee in accordance with the ordinary course Trust’s fair valuation procedures that may be in place from time to time; and (iv) maintain adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and provide such information to the Advisor or Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-advisor and the Fund’ co-administrator or recordkeeping agent of businessthe Fund may use different pricing vendors, which may result in valuation discrepancies.
(kh) The Sub-advisor will not have custody of any securities, cash or other assets of the Fund and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reasonable reliance on instructions of Sub-advisor. The custodian will be responsible for the custody, receipt and delivery of securities and other assets of the Fund, and the Sub-advisor shall have no duties authority, responsibility or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, obligation with respect to transactions in the custody, receipt or delivery of securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the TrustFund.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 2 contracts
Samples: Co Sub Advisory Agreement (Investment Managers Series Trust), Co Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(e) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(f) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(g) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hours. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor).
(h) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records during the Sub-advisor's ’s normal business hours upon reasonable notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(i) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time.
(j) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust II), Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the PortfolioFund in accordance with the Registration Statement and all applicable laws and regulations including the 1940 Act, the Securities Act and the Internal Revenue Code of 1986, as amended. The Sub-advisor will also vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisoradvisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the TrustTrust and the Fund, for the account of, at the risk of and in the name of the TrustTrust and the Fund, to place orders and issue instructions with respect to those transactions of the PortfolioFund. In all purchases, sales and other transactions in securities and other investments for the PortfolioFund, the Sub-advisor is authorized to exercise full discretion and act for the Trust and the Fund in the same manner and with the same force and effect as the Trust or the Fund might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the PortfolioFund. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio Fund and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior its previous report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio Fund as the Sub-advisor may believe appropriate or as the Advisor and Board reasonably may request.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the reasonable written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives Trust to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either act as the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, Trust and its or their respective representatives, representatives shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable at least one day’s prior written notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timereasonable request.
(jg) The Sub-advisor will upon reasonable request cooperate with the Advisor and take all reasonable actions necessary to inform the Advisor and the Fund’s shareholders, and prospective shareholders, of the Fund’s investment strategy and the ongoing execution of that investment strategy as it pertains to the Fund, either through in-person meetings, telephonically, written or other audio/visual communication mediums as required by the Advisor.
(h) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the PortfolioFund’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably requirerequest. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio Fund assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(ki) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees. In such event, the Sub-advisor may terminate this Agreement upon written notice to the Advisor as outlined in Section 6(c) of this Agreement.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisoradvisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. The Sub-advisor shall promptly communicate is authorized to direct the Advisor Fund’s custodian to open and maintain brokerage accounts for securities and other property for and in the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf name of the FundFund and to execute for the Fund as its agent, standard customer agreements with such broker or brokers as the Sub-advisor shall select broker-dealers that will implement the policy as provided above. Consistent with Section 28(e) of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange CommissionAct of 1934, Sub-advisor agrees that it will not purchase or sell securities for as amended (the Fund in any transaction in which it“1934 Act”), the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amendedadvisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund Portfolio and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund. The policies and procedures set by the Board will be communicated by the Advisor to the Sub-advisor in advance, in writing.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will promptly report to the Board and the Advisor all material matters related relating to the Sub-advisor’s organizational structure, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities professional staff, and Exchange Commission regarding its examination of the activities of any other significant developments that may affect the Sub-advisor’s provision of services under this Agreement. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes. Any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior advisor, shall be communicated to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, the Advisor and the Trust as soon promptly as such information becomes known to Sub-advisor)possible.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable lawunder the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the 1934 Act, the Commodity Exchange Act, as amended, and the rules and regulations thereunder all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable lawunder such laws, rules and regulations. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, upon reasonable advance notice, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the The Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts (i) provide access to arrange for the provision of prices from parties who are not affiliated persons one or more employees of the Sub-advisor who are knowledgeable about a security/issuer, its financial condition, trading and/or other relevant factors for each asset valuation, which employees shall be available for which consultation upon reasonable request; (ii) assist the Advisor or the Fund’s fund accountant does not obtain prices custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the ordinary course Fund, upon the reasonable request of businessthe Advisor or Fund’s custodian; (iii) upon the reasonable request of the Advisor or the Fund’s custodian, confirm pricing and provide recommendations for fair valuations; and (iv) maintain adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and provide such information to the Advisor or Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-advisor and the Fund’s custodian or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Investment Managers Series Trust), Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. The Advisor acknowledges that it is desirable for the Trust that the Sub-advisor have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-advisor is authorized to place orders for the purchase and sale of securities for the Fund with certain such brokers, subject to the Sub-advisor’s duty to seek best execution and review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-advisor in connection with its services to other clients of the Sub-advisor. The Sub-advisor is also authorized to place orders with certain brokers for services deemed by the Advisor to be beneficial for the Fund; and the Sub-advisor shall follow the directions of the Advisor or the Trust in this regard. On occasions when the Sub-advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-advisor, the Sub-advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-advisor in accordance with its trade allocation procedures, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients.
(eb) The Sub-advisor will report to the Board at each meeting thereof as reasonably requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by advisor and having a direct or indirect impact on the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of Fund or the Sub-advisor’s ability to provide services to the Fund. On an annual basisbasis and upon the request of the Board, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information end-of-day position reports reflecting the Fund’s positions taken pursuant to the Sub-advisor’s Diversified Program, as defined in the Fund’s prospectus, as they are visible to the Sub-advisor and relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. Such information provided will not include that pertaining to the Fund’s excess cash balances managed by the Advisor and not managed by the Sub-advisor pursuant to its Diversified Program. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business. The Sub-advisor shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-advisor. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Sub-advisor shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the custodian, except that it shall be the responsibility of the Sub-advisor to take appropriate action if the custodian fails to confirm in writing proper execution of the instructions.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub- advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-Sub- advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the PortfolioFund in accordance with the Registration Statement and all applicable laws and regulations including the 1940 Act, the Securities Act and the Internal Revenue Code of 1986, as amended. The Sub-advisor will also vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisoradvisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the TrustTrust and the Fund, for the account of, at the risk of and in the name of the TrustTrust and the Fund, to place orders and issue instructions with respect to those transactions of the PortfolioFund. In all purchases, sales and other transactions in securities and other investments for the PortfolioFund, the Sub-advisor is authorized to exercise full discretion and act for the Trust and the Fund in the same manner and with the same force and effect as the Trust or the Fund might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the PortfolioFund. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio Fund and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior its previous report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio Fund as the Sub-advisor may believe appropriate or as the Advisor and Board reasonably may request.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the reasonable written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives Trust to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either act as the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, Trust and its or their respective representatives, representatives shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable at least one day’s prior written notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timereasonable request.
(jg) The Sub-advisor will upon reasonable request cooperate with the Advisor and take all reasonable actions necessary to inform the Advisor and the Fund’s shareholders, and prospective shareholders, of the Fund’s investment strategy and the ongoing execution of that investment strategy as it pertains to the Fund, either through in-person meetings, telephonically, written or other audio/visual communication mediums as required by the Advisor.
(h) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the PortfolioFund’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably requirerequest. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio Fund assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(ki) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees. In such event, the Sub-advisor may terminate this Agreement upon written notice to the Advisor as outlined in Section 6(c) of this Agreement.
(lj) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(mk) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisorAdvisor shall at all times conform to, and act in accordance with, the policies and procedures adopted by the Trust with respect to the Fund, including the policies and procedures with respect to trade errors and the correction procedures which includes notifying the Trust’s expertise relating to matters affecting Chief Compliance Officer and Co-Administrator, Mutual Fund Administration, LLC, of such trade error, and reimbursing the Fund upon reasonable request of the Advisorwith respect to any losses incurred.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all (i) effect purchases and sales of securities and other investment assets in the Portfolio, in each case, with the prior consent and will instructions received from the Advisor, and (ii) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case case, to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the The Sub-advisor will act in accordance with shall be responsible for selecting the policies and procedures set from time securities to time by best implement the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the FundAdvisor’s instructions. To carry out such decisionsactions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all exercising its rights and carrying out its duties hereunder with respect to purchases, sales and other transactions in securities and other investments for the Portfolio, following any consent necessary from the Advisor, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. The Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing select brokers and dealers to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any effect all portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of subject to the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisorconditions set forth in this Agreement. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf agrees that, in placing orders with brokers and dealers, it will seek to obtain best execution, considering all of the Fund circumstances, and cause the Fund shall maintain records adequate to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent demonstrate compliance with this requirement. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will comply with the policies and procedures set from time to time by the Board and provided to the Sub-Advisor, as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives representatives, to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to advisor, and of any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to in the membership of the Sub-advisor, as required by Section 205(a) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as promptly as possible, and in any event prior to such change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor’s. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 60 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's ’s normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E12(d)(l)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Advisor delegates authority to he Sub-advisor, and the Sub-advisor will will, make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisoradvisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the TrustFund, to place orders and issue instructions with respect to those all transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust and the Advisor, pursuant to the Advisory Agreement, might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactionstransactions of the Portfolio, such as proxy voting with respect to the securities of the Portfolio. The Sub-advisor shall promptly communicate and its duly authorized employees are authorized to direct the Advisor Fund’s custodian to open and maintain brokerage accounts for securities and other property for and in the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf name of the FundFund and to execute for the Fund as its agent, standard customer agreements with such broker or brokers as the Sub-advisor shall select broker-dealers that will implement the policy as provided above. Consistent with Section 28(e) of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange CommissionAct of 1934, Sub-advisor agrees that it will not purchase or sell securities for as amended (the Fund in any transaction in which it“1934 Act”), the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amendedadvisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed pursuant to procedures designed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each regular quarterly meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed at such meetings of important developments affecting the investment portfolio of Trust, the Fund Portfolio and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will refer to the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund. The policies and procedures set by the Board will be communicated by the Advisor to the Sub-advisor in advance, in writing.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will promptly report to the Board and the Advisor all material matters related relating to the Sub-advisor’s organizational structure, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities professional staff, and Exchange Commission regarding its examination of the activities of any other significant developments that may affect the Sub-advisor’s provision of services under this Agreement. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes. Any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior shall be communicated to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, the Advisor and the Trust as soon promptly as such information becomes known to Sub-advisor)possible.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable lawunder the 1940 Act, the Advisers Act, the 1934 Act, the Commodity Exchange Act, as amended, and the rules and regulations thereunder all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable lawunder such laws, rules and regulations. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, upon reasonable advance notice, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the The Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts (i) provide access to arrange for the provision of prices from parties who are not affiliated persons one or more portfolio managers of the Sub-advisor who are knowledgeable about a security/issuer, its financial condition, trading and/or other relevant factors for each asset valuation, which portfolio managers shall be available for which consultation upon reasonable request; (ii) assist the Advisor or the Fund’s fund accountant does not obtain prices custodian in obtaining bids and offers or quotes from brokers/dealers or market-makers with respect to securities held by the ordinary course Fund, upon the reasonable request of businessthe Advisor or Fund’s custodian; (iii) upon the reasonable request of the Advisor or the Fund’s co-administrator(s), provide recommendations for fair valuations which are to be determined, as applicable, by the Trust’s Valuation Committee in accordance with the Trust’s fair valuation procedures that may be in place from time to time ; and (iv) maintain adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and provide such information to the Advisor or Trust upon request, with such records being deemed Trust records. The parties acknowledge that the Sub-advisor and the Fund’s co-administrator or recordkeeping agent of the Fund may use different pricing vendors, which may result in valuation discrepancies.
(kh) The Sub-advisor will not have custody of any securities, cash or other assets of the Fund and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reasonable reliance on instructions of Sub-advisor. The custodian will be responsible for the custody, receipt and delivery of securities and other assets of the Fund, and the Sub-advisor shall have no duties authority, responsibility or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, obligation with respect to transactions in the custody, receipt or delivery of securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the TrustFund.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to assist the Advisor to obtain information or arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(mj) For purposes of clarity, the duties of the Sub-advisor shall cooperate with include the following: monitoring and make available to analysis of the Advisor, investable universe of insurance linked securities (“ILS”); analysis of suitable ILS for the Fund Fund; negotiation and the Trust trading of ILS and any agents engaged applicable hedging; overall Fund portfolio management; provision of analytics to be used by the TrustFund’s administrator, investors, marketing, auditors and regulatory entities; providing periodic market and portfolio commentary and analytical output to be used by the Fund’s administrator, investors and marketing; and implementing the Sub-advisor’s expertise relating internal compliance functions.
(k) For purposes of clarity, the Advisor and Sub-advisor agree to matters affecting cooperate with respect to the following duties: collaborating on valuation policies; serving on valuation committees (as necessary); overall Fund portfolio design; establishing and maintaining connectivity between the Sub-advisor’s portfolio management system and the Fund upon reasonable request administrator’s systems; coordinating with the Fund’s auditors for purposes of the AdvisorFund’s annual audit; collaboration on Fund compliance matters (as necessary); trade reconciliation; providing requested information/materials related to the annual Section 15(c) process; and preparing for and responding to regulatory inquiries.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub- advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-Sub- advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's ’s normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor Advisor will make decisions with respect provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of respective Funds and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and conformity with the same force Funds' currently effective Registration Statement, prospectus and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct Statement of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor Additional Information and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in directions which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(e) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Trust's Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of the Fund and the Sub-advisor, and on its own initiative, will furnish the Board Trustees may give from time to time with such information as respect to a Fund. In furtherance of the foregoing, the Sub-advisor Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may believe appropriate for this purposebe necessary or advisable to implement the same. The Sub-advisor Advisor also will also furnish determine the Board manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(f) portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor will from time to time employ or associate with such persons advisors as the Sub-advisor believes to be particularly fitted Advisor shall engage to assist it in the execution evaluation of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(g) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisorAdvisor). On an annual basis, Such reports shall be made in such form and manner and with respect to such matters regarding the Funds and the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to Advisor as the Trust or the Advisor and shall from time to time request; provided, however, that in the Board and upon absence of extraordinary circumstances, the written request individual primarily responsible for management of the Advisor or the Trust, Fund Assets for the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports will not be required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hours. The Sub-advisor will notify the Advisor and the Trust attend in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor).
(h) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(i) The Sub-advisor will cooperate person more than one meeting per year with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time.
(j) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series trustees of the Trust.
(m) b. The Sub-advisor Advisor shall cooperate with and make available to immediately notify the Advisor, the Fund and the Trust and any agents engaged by the Trust, Advisor if the Sub-advisor’s expertise relating Advisor reasonably believes that the value of any security held by the Funds may not reflect fair value. The Sub-Advisor agrees to matters affecting provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund upon reasonable request pricing agent to assist in the determination of the Advisorfair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Funds' valuation procedures for the purpose of calculating each Fund's net asset value in accordance with procedures and methods established by the Board.
Appears in 1 contract
Samples: Sub Advisory Agreement (Touchstone Variable Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s 's written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio's holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s 's or Advisor’s 's behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s 's independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time's duties.
(jg) The Sub-advisor will provide the Fund’s 's custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s 's assets under the Sub-advisor’s 's control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s 's fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s 's Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Funds to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund Funds and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Funds.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund Funds or senior management of the Sub-advisor at least 90 days as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s Funds’ independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s Funds’ custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s Funds’ fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests Funds invest all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund Funds or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-in- fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-Sub- advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub- advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-Sub- advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 60 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's ’s normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets (with the understanding that ultimate responsibility for determining the valuation of portfolio assets shall rest solely with the Advisor and/or Fund) and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund to the extent that such investment objectives, policies and restrictions are provided to the Sub-advisor. The Advisor, the Fund and/or the Trust shall remain responsible for ensuring the Fund's and the Trust's overall compliance with the 1940 Act and all other applicable federal and state laws and regulations and the Sub-advisor only shall be obligated to comply with the foregoing with respect to the Portfolio. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange CommissionSEC, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which (a) it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” it is acting as principal, and (b) the Advisor will communicate or any affiliated person of the Advisor, the Trust or the Fund that has been identified as such in writing to the Sub-advisor by the name(s) of any affiliated person of the Trust, the Fund or AdvisorAdvisor is acting as principal. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor, provided, however, that the foregoing prohibition only shall apply to "affiliated persons" of the Trust, the Fund or the Advisor to the extent the "affiliated person" has been identified as such in writing to the Sub-advisor by the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the BoardBoard that have been furnished to the Sub-advisor.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(e) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, report and will also keep the Board and the Advisor informed of important material developments affecting the investment portfolio of the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purposePortfolio. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(f) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(g) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor, and any response from the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hours. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund Portfolio or senior management of the Sub-advisor at least 90 ninety (90) days prior to any such changes (or, where such information is not known to Sub-advisor 90 ninety (90) days prior to any such changes, as soon as promptly after such information becomes known to Sub-advisor).
(h) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust; provided, however, that the Sub-advisor shall be entitled to retain and use copies of all such books and records to satisfy its obligations under applicable law. The Advisor and the Trust, or their respective representatives, shall have access to such books and records during the Sub-advisor's ’s normal business hours upon reasonable notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(i) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time.
(j) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 ActAct and no asset are allocated to the Sub-advisor for management, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case Fund to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the PortfolioFund. In all purchases, sales and other transactions in securities and other investments for the PortfolioFund, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy including voting of proxies with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of owned by the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund subject to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting proxy voting policies as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule approved by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio Fund with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio Fund and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio Fund since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio Fund as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, (prior to any or promptly after such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisorchange).
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm accountants and shall take reasonable action to make all necessary information available to the accounting firm accountants for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeaccountants’ duties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the PortfolioFund’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio Fund assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected.
(i) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(lj) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the The Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, shall not consult with any other sub-advisor to Advisor of any other series of the Trust concerning transactions of the Fund or any other series of the Trust.
Trust in which (ma) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request Advisor of the Advisorany of its affiliated persons serves as principal underwriter, or (b) such other sub-Advisor or any of its affiliated persons serves as principal underwriter.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor Advisor will make decisions with respect provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give from time to time in writing with respect to the Fund. To carry out such decisionsIn furtherance of the foregoing, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions Advisor will make all determinations with respect to those transactions the investment of the Portfolio. In all purchases, sales Fund Assets and other transactions in the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other investments for rights pertaining to the Portfolio, portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-advisor is authorized to exercise full discretion Advisor). Such reports shall be made in such form and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(e) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of matters regarding the Fund and the Sub-advisor, and on its own initiative, will furnish Advisor as the Board Trust or the Advisor shall from time to time with such information as request; provided, however, that in the absence of extraordinary circumstances, the individual(s) primarily responsible for management of Fund Assets for the Sub-advisor may believe appropriate for this purpose. The Sub-advisor Advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(f) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to not be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(g) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hours. The Sub-advisor will notify the Advisor and the Trust attend in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor).
(h) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(i) The Sub-advisor will cooperate person more than one meeting per year with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time.
(j) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series trustees of the Trust.
(m) b. The Sub-advisor Advisor shall cooperate with and make available to immediately notify the Advisor, the Fund and the Trust and any agents engaged by the Trust, Advisor if the Sub-advisor’s expertise relating to matters affecting Advisor reasonably believes that the value of any security held by the Fund upon reasonable request may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the Advisorfair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
Appears in 1 contract
Samples: Sub Advisory Agreement (Touchstone Funds Group Trust)
Duties of the Sub Advisor. (a) The Sub-advisor Advisor will make decisions with respect provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any written directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. To carry out such decisionsIn furtherance of the foregoing, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions Advisor will make all determinations with respect to those transactions the investment of the Portfolio. In all purchases, sales Fund Assets and other transactions in the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other investments for rights pertaining to the Portfolio, portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-advisor is authorized to exercise full discretion Advisor). Such reports shall be made in such form and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(e) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of matters regarding the Fund and the Sub-advisor, and on its own initiative, will furnish Advisor as the Board Trust or the Advisor shall from time to time with such information as request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-advisor may believe appropriate for this purpose. The Sub-advisor Advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(f) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to not be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(g) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hours. The Sub-advisor will notify the Advisor and the Trust attend in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor).
(h) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(i) The Sub-advisor will cooperate person more than one meeting per year with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon time.
(j) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series trustees of the Trust.
(m) b. The Sub-advisor Advisor shall cooperate with and make available to immediately notify the Advisor, the Fund and the Trust and any agents engaged by the Trust, Advisor if the Sub-advisor’s expertise relating to matters affecting Advisor reasonably believes that the value of any security held by the Fund upon reasonable request may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the Advisorfair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
Appears in 1 contract
Samples: Sub Advisory Agreement (Touchstone Funds Group Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's ’s normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in composing the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities Allocated Assets in accordance with the Sub-Advisor’s written proxy voting policies Investment Guidelines and procedures, Restrictions set forth in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the FundExhibit A hereto. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the PortfolioFund. In all purchases, sales and other transactions in securities and other investments for the PortfolioFund with respect to the Allocated Assets, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy including voting of proxies with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of owned by the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund subject to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting proxy voting policies as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule approved by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio , in all cases in accordance with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the AdvisorExhibit A hereto. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio Fund with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates, if such aggregation is consistent with applicable law. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio Fund and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio Allocated Assets since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund’s holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio Allocated Assets as the Sub-advisor may believe appropriate or as the Board reasonably may request, including the reports and other information set forth in Exhibit B hereto. In making purchases and sales of securities and other investment assets for the Fund, the Sub-advisor will comply with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and Advisor, the Trust, or and/or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and of any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days (prior to any or promptly after such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisorchange).
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Sub-advisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's ’s normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and or the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm accountants and shall take reasonable action to make all necessary information available to the accounting firm accountants for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeaccountants’ duties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the PortfolioFund’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio Fund assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected.
(i) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trusteesthere are no Allocated Assets.
(lj) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the The Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, shall not consult with any other sub-advisor to of any other series of the Trust concerning transactions of the Fund or any other series of the Trust.
Trust in which (ma) the Sub-advisor shall cooperate with and make available to the Advisoror any of its affiliated persons serves as principal underwriter, the Fund and the Trust and or (b) such other sub-advisor or any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisorits affiliated persons serves as principal underwriter.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will provide a written report to the Board at each meeting thereof as requested by the Advisor or the Board with all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to and any such changes, as soon as such information becomes known to changes in the key personnel who are members of the Executive Board of the Sub-advisor), as promptly as possible, and in any event prior to such change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours, subject to the confidentiality provisions in Section 12 below. Upon the reasonable written request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days prior to advisor, and of any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to in the membership of the Sub-advisor, as required by Section 205(a) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as promptly as possible, and in any event prior to such change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the PortfolioFund in accordance with the Registration Statement and applicable laws and regulations including the 1940 Act, the Securities Act and the Internal Revenue Code of 1986, as amended. The Sub-advisor will also vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisoradvisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the TrustTrust and the Fund, for the account of, at the risk of and in the name of the TrustTrust and the Fund, to place orders and issue instructions with respect to those transactions of the PortfolioFund. In all purchases, sales and other transactions in securities and other investments for the PortfolioFund, the Sub-advisor is authorized to exercise full discretion and act for the Trust and the Fund in the same manner and with the same force and effect as the Trust or the Fund might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the PortfolioFund. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, its previous report and will also keep the Board and the Advisor informed of important material developments affecting the investment portfolio of the Fund trust and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purposeFund. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the reasonable written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives Trust to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either act as the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust Fund pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, Trust and its or their respective representatives, representatives shall have access to such books and records during the Sub-advisor's normal business hours upon reasonable at least one day’s prior written notice. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timereasonable request.
(jg) The Sub-advisor will upon reasonable request cooperate with the Advisor and take all reasonable actions necessary to inform the Advisor and the Fund’s shareholders, and prospective shareholders, of the Fund’s investment strategy and the ongoing execution of that investment strategy as it pertains to the Fund, either through in-person meetings, telephonically, written or other audio/visual communication mediums as required by the Advisor.
(h) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably requirerequest. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(ki) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees. In such event, the Sub-advisor may terminate this Agreement upon written notice to the Advisor.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the PortfolioFund, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's ’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's ’s normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will cooperate with the Advisor and take all reasonable actions necessary to inform the Advisor and the Fund’s shareholders, and prospective shareholders, of the Fund’s investment strategy and the ongoing execution of that investment strategy as it pertains to the Fund, either through in-person meetings, telephonically, written or other audio/visual communication mediums as required by the Advisor.
(h) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(k) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(l) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust)
Duties of the Sub Advisor. (a) The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and will vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Sub- Advisor’s written proxy voting policies and procedures, in each case to the extent such authority is delegated by the Advisor. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will act in accordance with the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, any other limitations as the Advisor may from time to time impose by written notice to the Sub-advisor, and other applicable laws and the investment objectives, policies and restrictions of the Fund. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio. Sub-advisor shall promptly communicate to the Advisor and the Board such information relating to the portfolio transactions as are requested.
(b) Where Sub-advisor allocates brokerage on behalf of the Fund, Sub-advisor shall select broker-dealers that will implement the policy of the Fund to obtain the best price and execution for securities. Except to the extent permitted under Rule 17a-7 under the 1940 Act, or under any no-action letter or exemptive order issued to the Trust or the Fund by the Securities and Exchange Commission, Sub-advisor agrees that it will not purchase or sell securities for the Fund in any transaction in which it, the Advisor or Sub-advisor or any affiliated person of such “affiliated person” is acting as principal, and the Advisor will communicate in writing to the Sub-advisor the name(s) of any affiliated person of the Trust, the Fund or Advisor. Sub-advisor agrees that any transactions effected under Rule 17a-7 shall comply with the then-effective procedures adopted under such rule by the Board.
(c) Sub-advisor agrees that it will not execute any portfolio transactions for the Portfolio with a broker-dealer which is an “affiliated person” of the Trust, the Fund, the Advisor or Sub-advisor or an “affiliated person” of such an “affiliated person” without the prior written consent of the Advisor. In effecting such transactions, the Sub-advisor shall comply with Section 17(e)(1) of the 1940 Act and the then-effective procedures adopted under such rule by the Board.
(d) The Sub-advisor may allocate brokerage on behalf of the Fund and cause the Fund to pay an amount of commission to broker-dealers who provide brokerage or research services to the Sub-advisor consistent Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub- advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.
(eb) The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the investment portfolio of Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.
(fc) The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.
(gd) The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor, including without limitation full copies of all letters received by the Sub-advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Sub-advisor. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made by or to the Sub-Sub- advisor under the Code and its compliance policies and procedures at mutually agreed upon times during its normal business hoursprocedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-advisor at least 90 days advisor, as promptly as possible, and in any event prior to any such changes (or, where such information is not known to Sub-advisor 90 days prior to any such changes, as soon as such information becomes known to Sub-advisor)change.
(he) The Sub-advisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Sub-advisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Sub-advisor pursuant to this Agreement required to be prepared and maintained by the Sub-advisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, Trust which are in possession of the Sub-advisor, advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Sub-advisor's normal business hours upon reasonable noticehours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisor to the Advisor and the Trust, or their respective representatives.
(if) The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable action to make all necessary information available to the accounting firm for the performance of the accounting firm’s duties during the Sub-advisor’s normal business hours at a mutually agreed upon timeduties.
(jg) The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.
(kh) The Sub-advisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.
(li) For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.
(m) Sub-advisor shall cooperate with and make available to the Advisor, the Fund and the Trust and any agents engaged by the Trust, the Sub-advisor’s expertise relating to matters affecting the Fund upon reasonable request of the Advisor.
Appears in 1 contract
Samples: Sub Advisory Agreement (Investment Managers Series Trust II)
