Investment Advisory Duties. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund, subject to the following: (a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility; (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fund; (e) The Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Fund's Board of Directors may reasonably request; (f) The investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity. (g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements of the 1940 Act and regulations thereunder.
Appears in 3 contracts
Samples: Advisory Agreement (Lincoln National Aggressive Growth Fund Inc), Advisory Agreement (Lincoln National International Fund Inc), Advisory Agreement (Lincoln National Equity Income Fund Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors Trustees of the FundTrust, the Adviser shall manage the investment operations of the Fund, subject to the following:
Investment Advisor will: (a) The Adviser shall provide supervision a program of continuous investment management for the Funds with regard to the Funds’ investment of their assets (the “Portfolios”) in accordance with the Funds’ investment objectives, policies and limitations as stated in the Funds’ prospectus and statement of additional information included as part of the Fund's investmentsregistration statement (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”), furnish a continuous investment program for the Fund's portfolio, determine as they may be amended from time to time what securities will time, copies of which shall be purchased, retained or sold provided to the Investment Advisor by the Trust; (b) make investment decisions for the Funds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub-advisers for the Funds, in which case any of the duties of the Investment Advisor set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Trustees; (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-advisory agreements in light of the investment objectives and policies of the respective Fund, and what portion of render to the assets will be invested or held uninvested Trustees such periodic and special reports related to such performance monitoring as cash;
the Trustees may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Advisor may deem appropriate; (bd) The Adviser shall use the same skill place orders to purchase and care sell investments in the Portfolios for the Funds; and (e) provide office space, secretarial and clerical services and wire and telephone services necessary to provide the investment advisory duties set forth in this Section 2. In performing its investment management services to the Funds under the terms of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act the Investment Advisor will provide the Funds with ongoing investment guidance and policy direction. The Investment Advisor further agrees that, in conformity with the Articles of Incorporationperforming its duties hereunder, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and it will: (a) comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable federal and state laws and regulations;
(d) The Adviser shall determine the securities to be purchased or sold , and with any applicable procedures adopted by the Fund Board of Trustees; (b) use reasonable efforts to manage the Portfolios so that the Funds will qualify, and will continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations either directly for the Funds in accordance with the issuer or with any broker and/or dealer who specializes applicable policies expressed in the securities Funds’ Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Trust and provided to the Investment Advisor, and in which accordance with applicable legal requirements; (d) furnish to the Fund is active, but shall in no event place such orders with any affiliated person of Trust whatever statistical information the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as Trust may be set forth in the then most recent prospectus of the Fund;
(e) The Adviser shall maintain books and records reasonably request with respect to the Fund's securities transactions Portfolios. In addition, the Investment Advisor will keep the Trust and shall render the Trustees informed of developments materially affecting the Portfolios and shall, on the Investment Advisor’s own initiative, furnish to the Fund's Board Trust from time to time whatever information the Investment Advisor believes appropriate for this purpose; (e) make available to the Trust’s administrator (the “Administrator”), and the Trust, promptly upon their request, such copies of Directors its investment records and ledgers with respect to the Portfolios as may be required to assist the Administrator and the Trust in their compliance with applicable laws and regulations. The Investment Advisor will furnish the Trustees with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
; (f) The meet quarterly with the Trust’s Board of Trustees to explain its investment advisory services of the Adviser management activities, and any reports related to the Fund under this Agreement are not to Portfolios as may reasonably be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed requested by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
Trust; (g) For purposes immediately notify the Trust in the event that the Investment Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Investment Advisor from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Investment Advisor further agrees to notify the Trust immediately of any material fact known to the Investment Advisor respecting or relating to the Investment Advisor that is not contained in the Registration Statement regarding the Funds, the term "prospectus" includes the Statement or any amendment or supplement thereto, but that is required to be disclosed therein, and of Additional Information any statement contained therein that becomes untrue in any material respect; and (h) in making investment decisions for the Fund pursuant Portfolios, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Investment Advisor seek to the requirements of the 1940 Act and regulations thereunderobtain any such information.
Appears in 2 contracts
Samples: Investment Management Agreement (Forward Funds), Investment Management Agreement (Forward Funds)
Investment Advisory Duties. (a) Subject to the supervision of the Board of Directors Trustees of the Trust, the Adviser:
(i) will have overall supervisory responsibility for the general management and investment of each Fund's assets and will provide a program of continuous investment management for each Fund in accordance with each Fund's investment objective, policies and limitations as stated in each Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement filed with the Securities and Exchange Commission ("SEC") and as the Prospectus and Statement of Additional Information may be amended or otherwise supplemented from time to time, copies of which shall be provided to the Adviser by the Trust;
(ii) may, at its own expense (and subject to approval by the Board of Trustees and the investment objective, policies and limitations set forth in each Fund's Prospectus and Statement of Additional Information) select and contract with one or more investment sub-advisers (each a "Sub-Adviser"), who may be granted discretionary investment authority for all or a portion of the portfolio of any Fund, or materially modify or terminate any sub-advisory agreement; provided, that any sub-advisory agreement with a Sub-Adviser shall be in compliance with and approved as required by the 1940 Act or in accordance with exemptive relief granted by the SEC under the 1940 Act; and
(iii) will have full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by a Sub-Adviser. In connection with the Adviser's responsibilities herein, the Adviser will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or new Sub-Advisers from time to time, as the Adviser deems appropriate, to enable each Fund to achieve its investment goals. In addition, the Adviser will monitor compliance of each Sub-Adviser with the investment objectives, policies and restrictions of any Fund (or portion of any Fund) under the management of such Sub-Adviser, and review and report to the Board of Trustees of the Trust on the performance of each Sub-Adviser.
(iv) will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information, with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request.
(v) will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting any Fund (or any portion of a Fund) that they advise and furnish the Trust, from time to time, with such information as may be appropriate for this purpose.
(vi) furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Adviser agrees, and agrees to cause the appropriate Sub-Adviser(s), to furnish to the Board of Trustees of the Trust third-party data reporting services all currently available standardized performance information and other customary data.
(b) In performing its investment management services to each Fund hereunder, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, monitoring of all sub-advised portions of each Fund, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy.
(c) Subject to the approval of the Board of Trustees of the Trust, the Adviser shall have the authority to manage the investment operations of the Fund, subject to the following:cash and money market instruments for cash flow purposes.
(ad) The Adviser shall will advise as to the securities, instruments, repurchase agreements, options and other investments and techniques that each Fund will purchase, sell, enter into or use, and will provide supervision an ongoing evaluation of the Fund's investments, furnish a continuous investment program for the each Fund's portfolio, determine from time . The Adviser will advise as to time what portion of each Fund's portfolio shall be invested in securities will be purchased, retained or sold by the Fundand other assets, and what portion of the assets will if any, should be invested or held uninvested as cash;uninvested.
(bf) The Adviser further agrees that, in performing its duties hereunder, it will, and that the Sub-Advisory Agreements it enters into with any Sub-Adviser shall use require that the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;Sub-Adviser will:
(ci) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code ("Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees. The Adviser also will provide, and will cause the Sub-Advisers to provide, to the Trust such information and assurances (including sub-certifications) as the Trust may reasonably request from time to time in order for the Trust to comply with its disclosure and reporting obligations imposed under applicable federal laws and regulations;
(dii) The Adviser shall determine use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the securities to be purchased or sold by the Fund Code and will regulations issued thereunder;
(iii) place orders pursuant to its determinations either for the purchase and sale of investment for each Fund directly with the issuer or with any broker or dealer in accordance with (I) each Fund's investment objectives and investment program and all applicable policies and procedures described in each Fund's Prospectus and/or dealer who specializes in Statement of Additional Information, (II) any written policies and procedures adopted by the securities in which Trust regarding the Fund is activesuch matters, but shall in no event place such orders and (III) with all applicable legal requirements;
(iv) make available to the Trust's administrator ("Administrator"), any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price sub-administrator ("Sub-Administrator") and the most favorable execution Trust, promptly upon their request, such copies of its orders, subject investment records and ledgers with respect to such other considerations each Fund as may be set forth required to assist the Administrator, the Sub-Administrator and the Trust in the then most recent prospectus of the Fund;
(e) their compliance with applicable laws and regulations. The Adviser shall maintain books and records will furnish the Trustees with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports regarding each Fund and any Sub-Adviser as the Fund's Board of Directors they may reasonably request;
(fv) The investment advisory services of immediately notify the Trust in the event that the Adviser or any of its affiliates, or any Sub-Adviser or any of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Adviser or Sub-Adviser from serving as investment adviser pursuant to this Agreement or a Sub-Advisory Agreement; or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Adviser further agrees to notify the Trust immediately of any material fact known to the Fund under this Agreement are Adviser respecting or relating to the Adviser or any Sub-Adviser or any their affiliates that is not contained in the Trust's Registration Statement regarding each Fund, or any amendment or supplement thereto, but that is required to be deemed exclusivedisclosed thereon, and of any statement contained therein that becomes untrue in any material respect; and
(vi) in providing investment advice to each Fund, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the Adviser shall be free or any Sub-Adviser seek to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to obtain any such activityinformation.
(g) For purposes will promptly notify the Trust in writing of the occurrence of any of the following events:
(i) the Adviser or a Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which Adviser or such Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
(ii) the Adviser or a Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements affairs of the 1940 Act and regulations thereunderTrust; and/or
(iii) the chief executive officer or controlling stockholder (or partners) of the Adviser or any Sub-Adviser or the portfolio manager of any Fund changes or there is otherwise an actual change in control or management of Adviser.
Appears in 2 contracts
Samples: Investment Advisory Agreement (E Trade Funds), Investment Advisory Agreement (E Trade Funds)
Investment Advisory Duties. Subject to the supervision of the Trustees of the Trust, the Investment Adviser will: (a) provide a program of continuous investment management for the Funds with regard to the Funds' investment of their assets (the "Portfolios") in accordance with the Funds' investment objectives, policies and limitations as stated in the Funds' prospectus and statement of additional information included as part of the registration statement (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time, copies of which shall be provided to the Investment Adviser by the Trust; (b) make investment decisions for the Funds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub-advisers for the Funds, in which case any of the duties of the Investment Adviser set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Directors Trustees; (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-Advisory agreements in light of the investment objectives and policies of the respective Fund, and render to the Trustees such periodic and special reports related to such performance monitoring as the Trustees may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Adviser shall manage may deem appropriate; (d) place orders to purchase and sell investments in the investment operations Portfolios for the Funds; (e) furnish to the Funds the services of its employees and agents in the management and conduct of the Fundcorporate business and affairs of the Funds; (f) if requested, and subject to Section 6 of this Agreement with respect to the Chief Compliance Officer of the Funds, provide the services of its officers as officers or administrative executives of the Funds (including, but not limited to the Chief Compliance Officer of the Funds) and the services of any trustees of the Trust who are "interested persons" of the Trust or its affiliates, as that term is defined in the 1940 Act, subject in each case to their individual consent to serve and to applicable legal limitations; and (g) provide office space, secretarial and clerical services and wire and telephone services (not including toll charges, which will be reimbursed by the Funds), and monitor and review Fund contracted services and expenditures pursuant to the followingdistribution plans of the Funds. In performing its investment management services to the Funds under the terms of this Agreement, the Investment Adviser will provide the Funds with ongoing investment guidance and policy direction. The Investment Adviser further agrees that, in performing its duties hereunder, it will:
(a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Trustees;
(b) use reasonable efforts to manage the Portfolios so that the Funds will qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders pursuant to its investment determinations for the Funds in accordance with applicable policies expressed in the Funds' Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Trust and provided to the Investment Adviser, and in accordance with applicable legal requirements;
(d) The Adviser shall determine furnish to the securities Trust whatever statistical information the Trust may reasonably request with respect to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the AdviserPortfolios. In placing orders with brokers and/or dealers addition, the Investment Adviser shall attempt to obtain will keep the best price Trust and the most favorable execution Trustees informed of its ordersdevelopments materially affecting the Portfolios and shall, subject on the Investment Adviser's own initiative, furnish to such other considerations as may be set forth in the then most recent prospectus of Trust from time to time whatever information the FundInvestment Adviser believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Trust's administrator (the "Administrator"), and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Portfolios as may be required to assist the Administrator and shall render to the Fund's Board of Directors Trust in their compliance with applicable laws and regulations. The Investment Adviser will furnish the Trustees with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) The meet quarterly with the Trust's Board of Trustees to explain its investment advisory services of the Adviser management activities, and any reports related to the Fund under this Agreement are not to Portfolios as may reasonably be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed requested by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.Trust;
(g) For purposes immediately notify the Trust in the event that the Investment Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Investment Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Investment Adviser further agrees to notify the Trust immediately of any material fact known to the Investment Adviser respecting or relating to the Investment Adviser that is not contained in the Registration Statement regarding the Funds, the term "prospectus" includes the Statement or any amendment or supplement thereto, but that is required to be disclosed therein, and of Additional Information any statement contained therein that becomes untrue in any material respect; and
(h) in making investment decisions for the Fund pursuant Portfolios, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Investment Adviser seek to the requirements of the 1940 Act and regulations thereunderobtain any such information.
Appears in 2 contracts
Samples: Investment Management Agreement (Homestate Group), Investment Management Agreement (Homestate Group)
Investment Advisory Duties. Subject to the supervision of the Board of Directors Trustees of the FundTrust, the Adviser shall manage Manager will have the sole and exclusive responsibility for providing, or arranging for others to provide, (a) the management for the Funds' assets in accordance with each Fund's investment operations objectives, policies and limitations as stated in its prospectus and Statement of Additional Information included as part of the FundTrust 's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Manager by the Trust ; and (b) the placement of orders to purchase and sell securities for the Funds. The Manager, subject to approval in each case by the followingTrustees of the Trust, shall be authorized to retain one or more subadvisers (the "Portfolio Managers") for each of the Funds, and to direct that such Portfolio Managers shall exercise full discretion in furnishing investment advice to the Funds and arranging for the execution of portfolio transactions for the Funds, subject only to general oversight by the Manager and the Board of Trustees of the Trust. The Manager shall be responsible for monitoring, or arranging for others to monitor, compliance by the Portfolio Managers with the investment policies and restrictions of the respective Funds and with such other limitations or directions as the Board of Trustees of the Trust may from time to time prescribe. The Manager shall report to the Board of Trustees of the Trust regularly at such times and in such detail as the Board may from time to time determine to be appropriate. The Manager further agrees that, in performing its duties hereunder, it will directly, or assure that the Portfolio Managers will:
(a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Investment Advisers Act of 1940, as amended, (the "Advisers Act"), the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees;
(b) use reasonable efforts to manage the Funds so that they will each qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders for the investments of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Manager or an affiliate of the Manager exercises investment discretion. The Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Manager determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so excercised;
(d) The Adviser shall determine furnish to the securities Trust whatever statistical information the Trust may reasonably request with respect to be purchased the Funds' assets or sold by contemplated investments; keep the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price Trust and the most favorable execution Trustees informed of its ordersdevelopments materially affecting the Funds' portfolios; and, subject on the Manager's or Portfolio Managers' own initiative, furnish to such other considerations as may be set forth in the then most recent prospectus of Trust from time to time whatever information the FundManager or Portfolio Manager believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Trust's administrator (the "Administrator"), and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Funds as may be required to assist the Administrator and shall render to the Fund's Board of Directors Trust in their compliance with applicable laws and regulations. The Manager will furnish the Trustees with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) immediately notify the Trust in the event that the Manager or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Manager from serving as investment manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The investment advisory services Manager further agrees to notify the Trust immediately of the Adviser any material fact known to the Fund under this Agreement are Manager respecting or relating to the Manager that is not contained in the Trust 's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be deemed exclusivedisclosed therein, and the Adviser shall be free to render similar services to others. In addition, it is understood of any statement contained therein that the persons employed by the Adviser to assist becomes untrue in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.any material respect;
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant in making investment decisions with respect to the requirements Funds, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the 1940 Act and regulations thereunderManager seek to obtain any such information.
Appears in 2 contracts
Samples: Investment Management Agreement (Usallianz Variable Insurance Products Trust), Investment Management Agreement (Usallianz Variable Insurance Products Trust)
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund, subject to the following:
(a) The the Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The the Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The the Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus Prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;
(d) The the Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fund;
(e) The the Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Fund's Funds Board of Directors may reasonably request;
(f) The the investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements of the 1940 Act and regulations thereunder.
Appears in 1 contract
Samples: Advisory Agreement (Lincoln National Social Awareness Fund Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund, subject to the following:
(a) The the Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The the Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The the Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws By-laws and prospectus Prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal Federal and state laws and regulations;
(d) The the Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fund;
(e) The the Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Fund's Board of Directors may reasonably request;
(f) The the investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements of the 1940 Act and regulations thereunder.
Appears in 1 contract
Samples: Advisory Agreement (Lincoln National Special Opportunities Fund Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund, subject to the following:
(a) The the Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The the Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The the Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus Prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;
(d) The the Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fund;
(e) The the Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Fund's Board of Directors may reasonably request;
(f) The the investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements of the 1940 Act and regulations thereunder.
Appears in 1 contract
Samples: Advisory Agreement (Lincoln National Managed Fund Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the FundCorporation, the Adviser shall manage the investment operations of the Fund, subject to the following:
Investment Advisor will: (a) The Adviser shall provide supervision a program of continuous investment management for the Funds with regard to the Funds' investment of their assets (the "Portfolios") in accordance with the Funds' investment objectives, policies and limitations as stated in the Funds' prospectus and statement of additional information included as part of the Fund's investmentsregistration statement (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), furnish a continuous investment program for the Fund's portfolio, determine as they may be amended from time to time what securities will time, copies of which shall be purchased, retained or sold provided to the Investment Advisor by the Corporation; (b) make investment decisions for the Funds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub- advisers for the Funds, in which case any of the duties of the Investment Advisor set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Directors; (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-advisory agreements in light of the investment objectives and policies of the respective Fund, and what portion of render to the assets will be invested or held uninvested Directors such periodic and special reports related to such performance monitoring as cash;
the Directors may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Advisor may deem appropriate; (bd) The Adviser shall use the same skill place orders to purchase and care sell investments in the Portfolios for the Funds; and (e) provide office space, secretarial and clerical services and wire and telephone services necessary to provide the investment advisory duties set forth in this Section 2. In performing its investment management services to the Funds under the terms of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act the Investment Advisor will provide the Funds with ongoing investment guidance and policy direction. The Investment Advisor further agrees that, in conformity with the Articles of Incorporationperforming its duties hereunder, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and it will: (a) comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code") and all other applicable federal and state laws and regulations;
(d) The Adviser shall determine the securities to be purchased or sold , and with any applicable procedures adopted by the Fund Board of Directors; (b) use reasonable efforts to manage the Portfolios so that the Funds will qualify, and will continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder; (c) place orders pursuant to its investment determinations either directly for the Funds in accordance with the issuer or with any broker and/or dealer who specializes applicable policies expressed in the securities Funds' Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Corporation and provided to the Investment Advisor, and in which accordance with applicable legal requirements; (d) furnish to the Fund is active, but shall in no event place such orders with any affiliated person of Corporation whatever statistical information the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as Corporation may be set forth in the then most recent prospectus of the Fund;
(e) The Adviser shall maintain books and records reasonably request with respect to the FundPortfolios. In addition, the Investment Advisor will keep the Corporation and the Directors informed of developments materially affecting the Portfolios and shall, on the Investment Advisor's securities transactions and shall render own initiative, furnish to the FundCorporation from time to time whatever information the Investment Advisor believes appropriate for this purpose; (e) make available to the Corporation's Board administrator, PFPC Inc. (the "Administrator"), and the Corporation, promptly upon their request, such copies of its investment records and ledgers with respect to the Portfolios as may be required to assist the Administrator and the Corporation in their compliance with applicable laws and regulations. The Investment Advisor will furnish the Directors with such periodic and special reports regarding the Funds as they may reasonably request; (f) meet quarterly with the FundCorporation's Board of Directors to explain its investment management activities, and any reports related to the Portfolios as may reasonably request;
(f) The investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed requested by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
Corporation; (g) For purposes immediately notify the Corporation in the event that the Investment Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Investment Advisor from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Investment Advisor further agrees to notify the Corporation immediately of any material fact known to the Investment Advisor respecting or relating to the Investment Advisor that is not contained in the Registration Statement regarding the Funds, the term "prospectus" includes the Statement or any amendment or supplement thereto, but that is required to be disclosed therein, and of Additional Information any statement contained therein that becomes untrue in any material respect; and (h) in making investment decisions for the Fund pursuant Portfolios, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Investment Advisor seek to the requirements of the 1940 Act and regulations thereunderobtain any such information.
Appears in 1 contract
Samples: Investment Management Agreement (Forward Funds Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the Corporation, the Investment Advisor will: (a) provide a program of continuous investment management for the Funds with regard to the Funds' investment of their assets (the "Portfolios") in accordance with the Funds' investment objectives, policies and limitations as stated in the Funds' prospectus and statement of additional information included as part of the registration statement (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time, copies of which shall be provided to the Investment Advisor by the Corporation; (b) make investment decisions for the Funds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub-advisers for the Funds, in which case any of the duties of the Investment Advisor set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Directors; (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-advisory agreements in light of the investment objectives and policies of the respective Fund, the Adviser shall manage the investment operations of the Fund, subject and render to the followingDirectors such periodic and special reports related to such performance monitoring as the Directors may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Advisor may deem appropriate; and (d) place orders to purchase and sell investments in the Portfolios for the Funds. In performing its investment management services to the Funds under the terms of this Agreement, the Investment Advisor will provide the Funds with ongoing investment guidance and policy direction. The Investment Advisor further agrees that, in performing its duties hereunder, it will:
(a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Directors;
(b) use reasonable efforts to manage the Portfolios so that the Funds will qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders pursuant to its investment determinations for the Funds in accordance with applicable policies expressed in the Funds' Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Corporation and provided to the Investment Advisor, and in accordance with applicable legal requirements;
(d) The Adviser shall determine furnish to the securities Corporation whatever statistical information the Corporation may reasonably request with respect to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the AdviserPortfolios. In placing orders with brokers and/or dealers addition, the Adviser shall attempt to obtain Investment Advisor will keep the best price Corporation and the most favorable execution Directors informed of its ordersdevelopments materially affecting the Portfolios and shall, subject on the Investment Advisor's own initiative, furnish to such other considerations as may be set forth in the then most recent prospectus of Corporation from time to time whatever information the FundInvestment Advisor believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Corporation's administrator, PFPC Inc. (the "Administrator"), and the Corporation, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Portfolios as may be required to assist the Administrator and shall render to the Fund's Board of Corporation in their compliance with applicable laws and regulations. The Investment Advisor will furnish the Directors with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) The meet quarterly with the Corporation's Board of Directors to explain its investment advisory services of the Adviser management activities, and any reports related to the Fund under this Agreement are not to Portfolios as may reasonably be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed requested by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.Corporation;
(g) For purposes immediately notify the Corporation in the event that the Investment Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Investment Advisor from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Investment Advisor further agrees to notify the Corporation immediately of any material fact known to the Investment Advisor respecting or relating to the Investment Advisor that is not contained in the Registration Statement regarding the Funds, the term "prospectus" includes the Statement or any amendment or supplement thereto, but that is required to be disclosed therein, and of Additional Information any statement contained therein that becomes untrue in any material respect; and
(h) in making investment decisions for the Fund pursuant Portfolios, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Investment Advisor seek to the requirements of the 1940 Act and regulations thereunderobtain any such information.
Appears in 1 contract
Samples: Investment Management Agreement (Forward Funds Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the FundCompany, the Adviser shall manage will have the sole and exclusive responsibility for providing, or arranging for others to provide, (a) the management for the Funds' assets in accordance with each Fund's investment operations objectives, policies and limitations as stated in its prospectus and Statement of Additional Information included as part of the FundCompany's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Company; and (b) the placement of orders to purchase and sell securities for the Funds. The Adviser, subject to approval in each case by the following:
Directors of the Company, shall be authorized to retain one or more subadvisers (athe "Portfolio Managers") for each of the Funds, and to direct that such Portfolio Managers shall exercise full discretion in furnishing investment advice to the Funds and arranging for the execution of portfolio transactions for the Funds, subject only to general oversight by the Adviser. The Adviser shall provide supervision be responsible for monitoring, or arranging for others to monitor, compliance by the Portfolio Managers with the investment policies and restrictions of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund respective Funds and with the instructions and such other limitations or directions of as the Board of Directors of the Fund Company may from time to time prescribe. The Adviser shall report to the Board of Directors of the Company regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser and Portfolio Managers to the investment policies of the Funds. The Adviser further agrees that, in performing its duties hereunder, it will conform to and directly, or assure that the Portfolio Managers will,:
(a) comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Directors;
(b) use reasonable efforts to manage the Funds so that they will each qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders for the investments of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements;
(d) The Adviser shall determine furnish to the securities Company whatever statistical information the Company may reasonably request with respect to be purchased the Funds' assets or sold by contemplated investments; keep the Fund Company and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in Directors informed of developments materially affecting the securities in which the Fund is activeFunds' portfolios; and, but shall in no event place such orders with any affiliated person of on the Adviser. In placing orders with brokers and/or dealers 's or Portfolio Managers' own initiative, furnish to the Company from time to time whatever information the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fundor Portfolio Manager believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Company's administrator (the "Administrator"), and the Company, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Funds as may be required to assist the Administrator and shall render to the Fund's Board of Company in their compliance with applicable laws and regulations. The Adviser will furnish the Directors with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) The investment advisory services of immediately notify the Company in the event that the Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Adviser further agrees to notify the Company immediately of any material fact known to the Fund under this Agreement are Adviser respecting or relating to the Adviser that is not contained in the Company's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be deemed exclusivedisclosed therein, and the Adviser shall be free to render similar services to others. In addition, it is understood of any statement contained therein that the persons employed by the Adviser to assist becomes untrue in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.any material respect;
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant in making investment decisions with respect to the requirements Funds, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the 1940 Act and regulations thereunderAdviser seek to obtain any such information.
Appears in 1 contract
Samples: Investment Advisory Agreement (Esc Strategic Funds Inc)
Investment Advisory Duties. Subject to the supervision direction and control of the Trust's Board of Directors of Trustees (the Fund"Board"), the Adviser shall manage the investment operations and reinvestment of the Fundassets of the Funds, subject and, without limiting the generality of the foregoing, shall provide the management and other services specified below, all in such manner and to such extent as may be authorized by the following:Board.
(a) The Adviser shall provide supervision make decisions with respect to all purchases, sales and other transactions of securities and other investment assets of the Fund's investmentsFunds, furnish a continuous investment program including the selection of brokers, dealers and other persons to introduce or execute those transactions. To carry out such decisions, the Adviser is authorized, as agent and attorney-in-fact for the Fund's portfolioTrust, determine 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 Funds. In all purchases, sales and other transactions in securities or other investment assets for the Funds, the Adviser 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, subject to paragraph (b) below.
(b) In making decisions with respect to all purchases, sales and other transactions of securities and other investment assets of the Funds the Adviser shall follow and comply with the policies set forth from time to time what securities will be purchased, retained or sold by the Fund, and what portion Board (to the extent communicated to the Adviser in writing or at a Board meeting attended by a representative of the assets will be invested or held uninvested Adviser) as cash;
well as the limitations imposed by the Trust's Trust Instrument and Bylaws, the Trust's Registration Statement and the Funds' Prospectuses (bin each case, to the extent copies thereof are furnished to the Adviser) The Adviser shall use and the same skill and care limitations in the management Act and the requirements of subchapter M of the Fund's portfolio Internal Revenue Code of 1986, as it uses amended, in the management respect of other accounts for which it has investment responsibility;companies.
(c) The Adviser, in Adviser shall monitor the performance of its duties brokers, dealers and obligations under this Agreementother persons who introduce or execute purchases, shall act in conformity with the Articles sales and other transactions of Incorporation, Bylaws securities and prospectus other investment assets of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;Funds.
(d) The Adviser shall determine maintain records relating to portfolio transactions and the securities placing and allocation of brokerage orders as are required to be purchased or sold maintained by the Fund Trust under the Act, including those required by paragraphs (b)(5), (6) and will place orders (9) of Rule 31a-1 promulgated under the Act. The Adviser 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 Adviser pursuant to its determinations either directly this Agreement required to be prepared and maintained by the Trust pursuant to the rules and regulations of any national, state, or local government entity with jurisdiction over the issuer or with any broker and/or dealer who specializes Trust, including the Securities and Exchange Commission and the Internal Revenue Service. The books and records pertaining to the Trust that are in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person possession of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain be the best price and property of the most favorable execution of its ordersTrust. The Trust, subject or the Trust's authorized representatives, shall have access to such other considerations as may be set forth in books and records at all times during the then most recent prospectus Adviser's normal business hours. Upon the reasonable request of the Fund;Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or the Trust's authorized representatives.
(e) The Adviser shall maintain books determine in its sole discretion the propriety of (i) honoring requests for orders to purchase Fund shares "in kind" for consideration consisting of securities determined to be suitable to purchase, (ii) honoring requests by shareholders for proceeds upon redemption of Fund shares to be paid "in kind" by delivery of portfolio securities, and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Fund's Board of Directors may reasonably request;(iii) paying redemption proceeds "in kind" even though not requested by a Fund shareholder.
(f) The Adviser shall provide to the Board at each regularly scheduled meeting thereof (or such other meetings as may be requested by the Trust) a report containing an appropriate summary of all changes in the Funds' investment advisory services portfolios since the prior report, will inform the Board of important developments affecting the Funds, and on its own initiative will furnish the Board from time to time with such information as it believes appropriate for this purpose, whether concerning the individual issuers whose securities are included in the Funds' investment portfolios, the industries in which these issuers engage, or the economic, social or political conditions prevailing in each country in which the Funds' maintain investments. The Adviser also shall provide the Board with such statistical and analytical information with respect to securities in the Funds' investment portfolios as the Adviser believes appropriate or as the Trust reasonably may request. The Adviser shall provide other persons, in such forms and at such times as the Trust's authorized representatives shall reasonably request, information about portfolio transactions and prices or yield quotations of portfolio securities.
(g) The Adviser shall from time to the Fund under this Agreement are not time employ or associate with such persons as it believes to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser particularly fitted to assist it in the performance execution of its duties under this Agreement will not necessarily devote their full time to such activity.
(g) For purposes of this Agreement, the term "prospectus" includes cost of performance of such duties to be borne and paid by the Statement of Additional Information for the Fund pursuant to the requirements Adviser. No obligation may be incurred on behalf of the 1940 Act and regulations thereunderTrust in any such respect.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund, subject to the following:
(a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations;
(d) The Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fund;
(e) The Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Fund's Board of Directors may reasonably request;
(f) The investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements of the 1940 Act and regulations thereunder.
Appears in 1 contract
Samples: Advisory Agreement (Lincoln National Capital Appreciation Fund Inc)
Investment Advisory Duties. Subject to the supervision of the Trustees of the Trust, the Investment Advisor will: (a) provide a program of continuous investment management for the Funds with regard to the Funds' investment of their assets (the "Portfolios") in accordance with the Funds' investment objectives, policies and limitations as stated in the Funds' prospectus and statement of additional information included as part of the registration statement (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), as they may be amended from time to time, copies of which shall be provided to the Investment Advisor by the Trust; (b) make investment decisions for the Funds with regard to the Portfolios, including, but not limited to, the selection and management of investment sub-advisers for the Funds, in which case any of the duties of the Investment Advisor set forth herein may be delegated to such investment sub-advisers subject to approval by the Board of Directors Trustees; (c) if investment sub-advisers are appointed with respect to the Funds, monitor and evaluate the performance of the investment sub-advisers under their respective sub-advisory agreements in light of the investment objectives and policies of the respective Fund, and render to the Adviser shall manage Trustees such periodic and special reports related to such performance monitoring as the Trustees may reasonably request, and analyze and recommend changes in investment sub-advisers as the Investment Advisor may deem appropriate; (d) place orders to purchase and sell investments in the Portfolios for the Funds; and (e) provide office space, secretarial and clerical services and wire and telephone services necessary to provide the investment operations of the Fund, subject advisory duties set forth in this Section 2. In performing its investment management services to the followingFunds under the terms of this Agreement, the Investment Advisor will provide the Funds with ongoing investment guidance and policy direction. The Investment Advisor further agrees that, in performing its duties hereunder, it will:
(a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Board of Trustees;
(b) use reasonable efforts to manage the Portfolios so that the Funds will qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders pursuant to its investment determinations for the Funds in accordance with applicable policies expressed in the Funds' Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Trust and provided to the Investment Advisor, and in accordance with applicable legal requirements;
(d) The Adviser shall determine furnish to the securities Trust whatever statistical information the Trust may reasonably request with respect to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the AdviserPortfolios. In placing orders with brokers and/or dealers addition, the Adviser shall attempt to obtain Investment Advisor will keep the best price Trust and the most favorable execution Trustees informed of its ordersdevelopments materially affecting the Portfolios and shall, subject on the Investment Advisor's own initiative, furnish to such other considerations as may be set forth in the then most recent prospectus of Trust from time to time whatever information the FundInvestment Advisor believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Trust's administrator (the "Administrator"), and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Portfolios as may be required to assist the Administrator and shall render to the Fund's Board of Directors Trust in their compliance with applicable laws and regulations. The Investment Advisor will furnish the Trustees with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) The meet quarterly with the Trust's Board of Trustees to explain its investment advisory services of the Adviser management activities, and any reports related to the Fund under this Agreement are not to Portfolios as may reasonably be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, it is understood that the persons employed requested by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.Trust;
(g) For purposes immediately notify the Trust in the event that the Investment Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Investment Advisor from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Investment Advisor further agrees to notify the Trust immediately of any material fact known to the Investment Advisor respecting or relating to the Investment Advisor that is not contained in the Registration Statement regarding the Funds, the term "prospectus" includes the Statement or any amendment or supplement thereto, but that is required to be disclosed therein, and of Additional Information any statement contained therein that becomes untrue in any material respect; and
(h) in making investment decisions for the Fund pursuant Portfolios, use no material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Investment Advisor seek to the requirements of the 1940 Act and regulations thereunderobtain any such information.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the FundCompany, the Adviser shall manage will have the sole and exclusive responsibility for providing, or arranging for others to provide, (a) the management for the Funds' assets in accordance with each Fund's investment operations objectives, policies and limitations as stated in its prospectus and Statement of Additional Information included as part of the FundCompany's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Company; and (b) the placement of orders to purchase and sell securities for the Funds. The Adviser, subject to approval in each case by the following:
Directors of the Company, shall be authorized to retain one or more subadvisers (athe "Portfolio Managers") for each of the Funds, and to direct that such Portfolio Managers shall exercise full discretion in furnishing investment advice to the Funds and arranging for the execution of portfolio transactions for the Funds, subject only to general oversight by the Adviser. The Adviser shall provide supervision be responsible for monitoring, or arranging for others to monitor, compliance by the Portfolio Managers with the investment policies and restrictions of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund respective Funds and with the instructions and such other limitations or directions of as the Board of Directors of the Fund Company may from time to time prescribe. The Adviser shall report to the Board of Directors of the Company regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser and Portfolio Managers to the investment policies of the Funds. The Adviser further agrees that, in performing its duties hereunder, it will conform to and directly, or assure that the Portfolio Managers will,:
(a) comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Directors;
(b) use reasonable efforts to manage the Funds so that they will each qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders for the investments of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements;
(d) The Adviser shall determine furnish to the securities Company whatever statistical information the Company may reasonably request with respect to be purchased the Funds' assets or sold by contemplated investments; keep the Fund Company and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in Directors informed of developments materially affecting the securities in which the Fund is activeFunds' portfolios; and, but shall in no event place such orders with any affiliated person of on the Adviser. In placing orders with brokers and/or dealers 's or Portfolio Managers' own initiative, furnish to the Company from time to time whatever information the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fundor Portfolio Manager believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Company's administrator, Furmxx Xxxx Xxxorporated (the "Administrator"), and the Company, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Funds as may be required to assist the Administrator and shall render to the Fund's Board of Company in their compliance with applicable laws and regulations. The Adviser will furnish the Directors with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) The investment advisory services of immediately notify the Company in the event that the Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Adviser further agrees to notify the Company immediately of any material fact known to the Fund under this Agreement are Adviser respecting or relating to the Adviser that is not contained in the Company's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be deemed exclusivedisclosed therein, and the Adviser shall be free to render similar services to others. In addition, it is understood of any statement contained therein that the persons employed by the Adviser to assist becomes untrue in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.any material respect;
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant in making investment decisions with respect to the requirements Funds, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the 1940 Act and regulations thereunderAdviser seek to obtain any such information.
Appears in 1 contract
Samples: Investment Advisory Agreement (Esc Strategic Funds Inc)
Investment Advisory Duties. Subject to the supervision of the Board of Directors Trustees of the FundTrust, the Adviser shall manage Manager will have the sole and exclusive responsibility for providing, or arranging for others to provide, (a) the management for the Funds' assets in accordance with each Fund's investment operations objectives, policies and limitations as stated in its prospectus and Statement of Additional Information included as part of the FundTrust 's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Manager by the Trust ; and (b) the placement of orders to purchase and sell securities for the Funds. The Manager, subject to approval in each case by the followingTrustees of the Trust, shall be authorized to retain one or more subadvisers (the "Portfolio Managers") for each of the Funds, and to direct that such Portfolio Managers shall exercise full discretion in furnishing investment advice to the Funds and arranging for the execution of portfolio transactions for the Funds, subject only to general oversight by the Manager and the Board of Trustees of the Trust. The Manager shall be responsible for monitoring, or arranging for others to monitor, compliance by the Portfolio Managers with the investment policies and restrictions of the respective Funds and with such other limitations or directions as the Board of Trustees of the Trust may from time to time prescribe. The Manager shall report to the Board of Trustees of the Trust regularly at such times and in such detail as the Board may from time to time determine to be appropriate. The Manager further agrees that, in performing its duties hereunder, it will directly, or assure that the Portfolio Managers will:
(a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Investment Advisers Act of 1940, as amended, (the "Advisers Act"), the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees; 2
(b) use reasonable efforts to manage the Funds so that they will each qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders for the investments of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements. Specifically, in executing portfolio transactions and selecting broker-dealers, the Manager will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Manager shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Manager may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities and Exchange Act of 1934) provided to a Fund and /or other accounts over which the Manager or an affiliate of the Manager exercises investment discretion. The Manager is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Manager determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised;
(d) The Adviser shall determine furnish to the securities Trust whatever statistical information the Trust may reasonably request with respect to be purchased the Funds' assets or sold by contemplated investments; keep the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in the securities in which the Fund is active, but shall in no event place such orders with any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price Trust and the most favorable execution Trustees informed of its ordersdevelopments materially affecting the Funds' portfolios; and, subject on the Manager's or Portfolio Managers' own initiative, furnish to such other considerations as may be set forth in the then most recent prospectus of Trust from time to time whatever information the FundManager or Portfolio Manager believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Trust's administrator (the "Administrator"), and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Funds as may be required to assist the Administrator and shall render to the Fund's Board of Directors Trust in their compliance with applicable laws and regulations. The Manager will furnish the Trustees with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) immediately notify the Trust in the event that the Manager or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Manager from serving as investment manager pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The investment advisory services Manager further agrees to notify the Trust immediately of the Adviser any material fact known to the Fund under this Agreement are Manager respecting or relating to the Manager that is not contained in the Trust 's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be deemed exclusivedisclosed therein, and the Adviser shall be free to render similar services to others. In addition, it is understood of any statement contained therein that the persons employed by the Adviser to assist becomes untrue in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.any material respect;
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant in making investment decisions with respect to the requirements Funds, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the 1940 Act and regulations thereunderManager seek to obtain any such information.
Appears in 1 contract
Samples: Investment Management Agreement (Usallianz Variable Insurance Products Trust)
Investment Advisory Duties. (a) Subject to the supervision of the Board of Directors Trustees of the Trust, the Adviser:
(i) will have overall supervisory responsibility for the general management and investment of each Fund's assets and will provide a program of continuous investment management for each Fund in accordance with each Fund's investment objective, policies and limitations as stated in each Fund's Prospectus and Statement of Additional Information included as part of the Trust's Registration Statement filed with the Securities and Exchange Commission ("SEC") and as the Prospectus and Statement of Additional Information may be amended or otherwise supplemented from time to time, copies of which shall be provided to the Adviser by the Trust;
(ii) may, at its own expense (and subject to approval by the Board of Trustees and the investment objective, policies and limitations set forth in each Fund's Prospectus and Statement of Additional Information) select and contract with one or more investment sub-advisers (each a "Sub-Adviser"), who may be granted discretionary investment authority for all or a portion of the portfolio of any Fund, or materially modify or terminate any sub-advisory agreement; provided, that any sub-advisory agreement with a Sub-Adviser shall be in compliance with and approved as required by the 1940 Act or in accordance with exemptive relief granted by the SEC under the 1940 Act;
(iii) will have full investment discretion to make all determinations with respect to the investment of a Fund's assets not then managed by a Sub-Adviser. In connection with the Adviser's responsibilities herein, the Adviser will assess each Fund's investment focus and will seek to implement decisions with respect to the allocation and reallocation of each Fund's assets among one or more current or new Sub-Advisers from time to time, as the Adviser deems appropriate, to enable each Fund to achieve its investment goals. In addition, the Adviser will monitor compliance of each Sub-Adviser with the investment objectives, policies and restrictions of any Fund (or portion of any Fund) under the management of such Sub-Adviser, and review and report to the Board of Trustees of the Trust on the performance of each Sub-Adviser;
(iv) will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trust such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Trust may reasonably request;
(v) will apprise, or cause the appropriate Sub-Adviser(s) to apprise, the Trust of important developments materially affecting any Fund (or any portion of a Fund) that they advise and furnish the Trust, from time to time, with such information as may be appropriate for this purpose; and
(vi) will furnish, or cause the appropriate Sub-Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, the Adviser agrees, and agrees to cause the appropriate Sub-Adviser(s), to furnish to the Board of Trustees of the Trust third-party data reporting services all currently available standardized performance information and other customary data.
(b) In performing its investment management services to each Fund hereunder, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, monitoring of all sub-advised portions of each Fund, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy.
(c) Subject to the approval of the Board of Trustees of the Trust, the Adviser shall have the authority to manage the investment operations of the Fund, subject to the following:cash and money market instruments for cash flow purposes.
(ad) The Adviser shall will advise as to the securities, instruments, repurchase agreements, options and other investments and techniques that each Fund will purchase, sell, enter into or use, and will provide supervision an ongoing evaluation of the Fund's investments, furnish a continuous investment program for the each Fund's portfolio, determine from time . The Adviser will advise as to time what portion of each Fund's portfolio shall be invested in securities will be purchased, retained or sold by the Fundand other assets, and what portion of the assets will if any, should be invested or held uninvested as cash;uninvested.
(bf) The Adviser further agrees that, in performing its duties hereunder, it will, and that the Sub-Advisory Agreements it enters into with any Sub-Adviser shall use require that the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;Sub-Adviser will:
(ci) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code ("Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees. The Adviser also will provide, and will cause the Sub-Advisers to provide, to the Trust such information and assurances (including sub-certifications) as the Trust may reasonably request from time to time in order for the Trust to comply with its disclosure and reporting obligations imposed under applicable federal laws and regulations;
(dii) The Adviser shall determine use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the securities to be purchased or sold by the Fund Code and will regulations issued thereunder;
(iii) place orders pursuant to its determinations either for the purchase and sale of investment for each Fund directly with the issuer or with any broker or dealer in accordance with (I) each Fund's investment objectives and investment program and all applicable policies and procedures described in each Fund's Prospectus and/or dealer who specializes in Statement of Additional Information, (II) any written policies and procedures adopted by the securities in which Trust regarding the Fund is activesuch matters, but shall in no event place such orders and (III) with all applicable legal requirements;
(iv) make available to the Trust's administrator ("Administrator"), any affiliated person of the Adviser. In placing orders with brokers and/or dealers the Adviser shall attempt to obtain the best price sub-administrator ("Sub-Administrator") and the most favorable execution Trust, promptly upon their request, such copies of its orders, subject investment records and ledgers with respect to such other considerations each Fund as may be set forth required to assist the Administrator, the Sub-Administrator and the Trust in the then most recent prospectus of the Fund;
(e) their compliance with applicable laws and regulations. The Adviser shall maintain books and records will furnish the Trustees with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports regarding each Fund and any Sub-Adviser as the Fund's Board of Directors they may reasonably request;
(fv) The investment advisory services of immediately notify the Trust in the event that the Adviser or any of its affiliates, or any Sub-Adviser or any of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that prevents the Fund under Adviser or Sub-Adviser from serving as investment adviser pursuant to this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others. In addition, or a Sub-Advisory Agreement; or (II) becomes aware that it is understood that the persons employed subject of an administrative proceeding or enforcement action by the Adviser to assist in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant to the requirements of the 1940 Act and regulations thereunder.SEC or other regulatory
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Board of Directors of the FundCompany, the Adviser shall manage will have the sole and exclusive responsibility for providing, or arranging for others to provide, (a) the management for the Funds' assets in accordance with each Fund's investment operations objectives, policies and limitations as stated in its prospectus and Statement of Additional Information included as part of the FundCompany's Registration Statement filed with the Securities and Exchange Commission, as they may be amended from time to time, copies of which shall be provided to the Adviser by the Company; and (b) the placement of orders to purchase and sell securities for the Funds. The Adviser, subject to approval in each case by the following:
Directors of the Company, shall be authorized to retain one or more subadvisers (athe "Portfolio Managers") for each of the Funds, and to direct that such Portfolio Managers shall exercise full discretion in furnishing investment advice to the Funds and arranging for the execution of portfolio transactions for the Funds, subject only to general oversight by the Adviser. The Adviser shall provide supervision be responsible for monitoring, or arranging for 2 others to monitor, compliance by the Portfolio Managers with the investment policies and restrictions of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;
(b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the management of other accounts for which it has investment responsibility;
(c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, Bylaws and prospectus of the Fund respective Funds and with the instructions and such other limitations or directions of as the Board of Directors of the Fund Company may from time to time prescribe. The Adviser shall report to the Board of Directors of the Company regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of the Adviser and Portfolio Managers to the investment policies of the Funds. The Adviser further agrees that, in performing its duties hereunder, it will conform to and directly, or assure that the Portfolio Managers will,:
(a) comply with the requirements of the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Directors;
(b) use reasonable efforts to manage the Funds so that they will each qualify, and continue to qualify, as regulated investment companies under Subchapter M of the Code and regulations issued thereunder;
(c) place orders for the investments of the Funds directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the prospectus and/or Statement of Additional Information with respect to each Fund and in accordance with applicable legal requirements;
(d) The Adviser shall determine furnish to the securities Company whatever statistical information the Company may reasonably request with respect to be purchased the Funds' assets or sold by contemplated investments; keep the Fund Company and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who specializes in Directors informed of developments materially affecting the securities in which the Fund is activeFunds' portfolios; and, but shall in no event place such orders with any affiliated person of on the Adviser. In placing orders with brokers and/or dealers 's or Portfolio Managers' own initiative, furnish to the Company from time to time whatever information the Adviser shall attempt to obtain the best price and the most favorable execution of its orders, subject to such other considerations as may be set forth in the then most recent prospectus of the Fundor Portfolio Manager believes appropriate for this purpose;
(e) The Adviser shall maintain books make available to the Company's administrator, Furmxx Xxxx Xxxorporated (the "Administrator"), and the Company, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund's securities transactions Funds as may be required to assist the Administrator and shall render to the Fund's Board of Company in their compliance with applicable laws and regulations. The Adviser will furnish the Directors with such periodic and special reports regarding the Funds as the Fund's Board of Directors they may reasonably request;
(f) The investment advisory services of immediately notify the Company in the event that the Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Adviser further agrees to notify the Company immediately of any material fact known to the Fund under this Agreement are Adviser respecting or relating to the Adviser that is not contained in the Company's Registration Statement regarding the Funds, or any amendment or supplement thereto, but that is required to be deemed exclusivedisclosed therein, and the Adviser shall be free to render similar services to others. In addition, it is understood of any statement contained therein that the persons employed by the Adviser to assist becomes untrue in the performance of its duties under this Agreement will not necessarily devote their full time to such activity.any material respect;
(g) For purposes of this Agreement, the term "prospectus" includes the Statement of Additional Information for the Fund pursuant in making investment decisions with respect to the requirements Funds, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the 1940 Act and regulations thereunderAdviser seek to obtain any such information.
Appears in 1 contract
Samples: Investment Advisory Agreement (Esc Strategic Funds Inc)
