Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will: (a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor; (b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; (c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; (d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose; (e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor; (h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request; (i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; (j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program; (k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements; (l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect; (m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; (n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information; (o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and (p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Forward Funds), Investment Sub Advisory Agreement (Forward Funds)
Investment Advisory Duties. Subject to the supervision of the Board of Trustees of the Funds and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor as described below: Adviser, (a) provide a program of continuous investment management for each Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information included as part of the Fund'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 Sub-Adviser by the Adviser with reasonable advance notice of any change to such investment objectives, policies and limitations; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for each Fund. In performing its investment management services for the Fund in accordance with Funds under the Fund’s investment objectivesterms of this Agreement, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall Adviser will provide the Sub-Advisor reasonable advance notice of any change to such each Fund with ongoing investment objectives, policies guidance and limitationspolicy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 ActAct and all rules and regulations thereunder, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “"Code”), ") and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are which shall be provided to the Sub-Advisor Adviser by the AdvisorAdviser promptly after adoption or amendment by the Trustees;
(b) use reasonable efforts to manage the Fund’s assets in a manner each Fund so that it will not impair its qualification qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any or decisions made by or any actions taken by any person other than the Sub-Advisorperson;
(c) place orders pursuant to its investment determinations for the each Fund, in accordance with applicable policies expressed in the Fund’s 's then-current Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund Funds and provided in writing to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereofAdviser;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust Trustees, or the Advisor Adviser may reasonably request with respect to the each Fund’s 's assets or contemplated investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees informed of developments that that, in the Sub-Advisor reasonably believes Adviser's reasonable judgment, will materially affect the each Fund’s portfolio, 's portfolio and shall, on the Sub-Advisor’s Adviser's own initiative, furnish to the Trust each Fund from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s Funds' administrator (the “"Administrator”"), the Advisor Adviser and the Trust, promptly upon their requestrequest and at the reasonable expense of the Trust, such copies of its investment records and ledgers with respect to the each Fund as may reasonably be required to assist the AdvisorAdviser, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund Funds as they may reasonably request;
(f) meet periodically quarterly with the Advisor Adviser and the Trustees, in person or by teleconference, Trust's Board of Trustees to explain its investment management activities, and any reports related to the each Fund as may reasonably be requested by the Advisor Adviser and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from if the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust each Fund and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that would make is not contained in the Fund's Registration Statement, or any written information previously provided amendment or supplement thereto, but that is required to the Advisor or the Trust materially inaccurate or incomplete or if be disclosed therein, and of any such written information statement contained therein that becomes untrue in any material respect;; and
(mh) immediately notify the Advisor and the Trust Adviser if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “"material adverse change” " shall include, but is not limited to, a material loss the termination or failure to renew advisory contracts within any six-month period with the Sub-Adviser with respect to 20% or more of its assets or accounts under management management, or the departure of senior investment professionals involved in the Sub-Adviser's investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;; and
(ni) use no material non-public information that may be in its possession in making investment decisions for the Fund, not knowingly use material inside information that may be in its possession or in the possession of any of its affiliates, unless the Sub-Adviser has "screens" and policies in place to prevent such knowledge from being imputed from such affiliate to the Sub-Adviser, nor will the Sub-Adviser seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Homestate Group), Investment Sub Advisory Agreement (Homestate Group)
Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information (the “Registration Statement”) as provided to the Sub-Advisor Adviser by the AdvisorAdviser, as they may be amended from time to time; provided, that the Advisor Adviser shall provide the Sub-Advisor Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-AdvisorAdviser;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor Adviser by the AdvisorAdviser, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees informed of developments that the Sub-Advisor Adviser reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor Adviser and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor Adviser and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the Trust;
(g) immediately notify the AdvisorAdviser, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor Adviser shall have no responsibility for filing claims on behalf of the Advisor Adviser or the Trust with respect to any such actions. The Sub-AdvisorAdviser’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the AdvisorAdviser;
(h) provide assistance to the AdvisorAdviser, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the AdvisorAdviser, custodian or recordkeeping agent seeks assistance from the Sub-Advisor Adviser or identifies for review by the Sub-AdvisorAdviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor Adviser for consultation when the Trustees convene; (ii) notifying the Advisor Adviser in the event the Sub-Advisor Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-AdvisorAdviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the AdvisorAdviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor Adviser upon request;
(i) assist the AdvisorAdviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor Adviser agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor Adviser shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor Adviser represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-AdvisorAdviser’s compliance program, which access shall include on-site visits with the Sub-Advisor Adviser as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-AdvisorAdviser’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor Adviser hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor Adviser and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that would make any written information previously provided to the Advisor Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor adviser of a portion of the Fund not managed by the Sub-AdvisorSub- Adviser, if applicable, or with any sub-advisor adviser to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor Adviser is one of multiple money managers managing a Fund, the Sub-AdvisorAdviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Two Roads Shared Trust), Investment Sub Advisory Agreement (Two Roads Shared Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees Directors of the Funds and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: , (a) provide a program of continuous investment management for the FundFunds; (b) make investment decisions for the FundFunds; and (c) place orders to purchase and sell securities for the Fund in accordance with Funds which fulfill the Fund’s Funds' investment objectives, policies and limitations as stated in the Fund’s current Funds' Prospectus and Statement of Additional Information included as provided to part of the Sub-Advisor by Funds' Registration Statement filed with the AdvisorSecurities and Exchange Commission, as they may be amended from time to time; provided. In performing its investment management services to the Funds under the terms of this Agreement, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such Adviser will provide the Funds with ongoing investment objectives, policies guidance and limitationspolicy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 ActAct and all rules and regulations thereunder, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “"Code”), ") and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are which shall be provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage the Fund’s assets in a manner Funds so that it will not impair its qualification qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any or decisions made by or any actions taken by any person other than the Sub-Advisorperson;
(c) place orders pursuant to its investment determinations for the FundFunds, in accordance with applicable policies expressed in the Fund’s Funds' Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established determined by the Fund Funds and provided to the Sub-Advisor Adviser by the AdvisorAdviser , including without limitation, Section 4 hereof;and in accordance with applicable legal requirements
(d) furnish to the Trust Company and the Advisor Adviser whatever statistical information the Trust Company or the Advisor Adviser may reasonably request with respect to the Fund’s Funds' assets or contemplated investments. In addition, the Sub-Advisor Adviser will keep the TrustCompany, the Advisor Adviser and the Trustees Directors informed of developments that which the Sub-Advisor Adviser reasonably believes will materially affect the Fund’s portfolio, Funds' portfolio and shall, on the Sub-Advisor’s Adviser's own initiative, furnish to the Trust Funds from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator Funds' administrator, PFPC Inc. (the “"Administrator”"), the Advisor Adviser and the TrustCompany, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund Funds as may reasonably be required to assist the AdvisorAdviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the TrusteesDirectors, the Administrator, the Advisor Adviser and the Trust Company with such periodic and special reports regarding the Fund Funds as they may reasonably request;
(f) meet periodically with the Advisor Adviser and the TrusteesDirectors, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund Funds as may reasonably be requested by the Advisor Adviser and/or the TrustCompany;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust Funds to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor adviser pursuant to this Sub-Advisory 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust Funds and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that would make is not contained in the Funds' Registration Statement, or any written information previously provided amendment or supplement thereto, but that is required to the Advisor or the Trust materially inaccurate or incomplete or if be disclosed therein, and of any such written information statement contained therein that becomes untrue in any material respect;
(mh) immediately notify the Advisor and the Trust Adviser if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the FundFunds. For the purposes of this paragraph, a “"material adverse change” " shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(ni) use no material non-public inside information that may be in its possession in making investment decisions for the Fund, Fund nor will he Sub-Adviser seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Forward Funds Inc)
Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information (the “Registration Statement”) as provided to the Sub-Advisor Sub- Adviser by the AdvisorAdviser, as they may be amended from time to time; provided, that the Advisor Adviser shall provide the Sub-Advisor Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-AdvisorSub- Adviser;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor Adviser by the AdvisorAdviser, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees informed of developments that the Sub-Advisor Adviser reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor Adviser and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor Adviser and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the Trust;
(g) immediately notify the AdvisorAdviser, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor Sub- Adviser shall have no responsibility for filing claims on behalf of the Advisor Adviser or the Trust with respect to any such actions. The Sub-AdvisorAdviser’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the AdvisorAdviser;
(h) provide assistance to the AdvisorAdviser, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the AdvisorAdviser, custodian or recordkeeping agent seeks assistance from the Sub-Advisor Adviser or identifies for review by the Sub-AdvisorAdviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor Adviser for consultation when the Trustees convene; (ii) notifying the Advisor Adviser in the event the Sub-Advisor Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-AdvisorAdviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-market- makers with respect to securities held by the Fund, upon the request of the AdvisorAdviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor Adviser upon request;
(i) assist the AdvisorAdviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor Adviser agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor Adviser shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor Adviser represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-AdvisorAdviser’s compliance program, which access shall include on-site visits with the Sub-Advisor Adviser as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-AdvisorAdviser’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor Adviser hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor Adviser and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Sub- Adviser that would make any written information previously provided to the Advisor Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor adviser of a portion of the Fund not managed by the Sub-AdvisorSub- Adviser, if applicable, or with any sub-advisor adviser to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor Adviser is one of multiple money managers managing a Fund, the Sub-AdvisorAdviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Two Roads Shared Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees Board of Directors of the Fund and the AdvisorAdviser, the Sub-Advisor Subadviser will, in coordination with the Advisor as described below: Adviser, (a) provide a program of continuous investment management for the Fund in accordance with the Fund's investment objectives, policies and limitations as stated in the Fund's prospectus and Statement of Additional Information included as part of the Fund'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 Subadviser by the Adviser; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund. In performing its investment management services to the Fund in accordance under the terms of this Agreement, the Subadviser will provide the Fund with ongoing investment guidance and policy direction. The Subadviser's duties shall not include and the Subadviser shall have no responsibility for the following: tax reporting; securities lending and cash collateral; allocation, diversification, management and investment of the overall assets of the Fund’s ; management and investment objectivesof the liquidity account; and management, policies investment, and limitations as stated in compliance with respect to any assets of the Fund’s current Prospectus and Statement fund not allocated by the Board of Additional Information as provided Directors to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitationsSubadviser. The Sub-Advisor Subadviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, Act and all applicable rules and regulations thereunder, the U.S. Advisers Act, the Internal Revenue Code of 1986, as amended (the “"Code”), ") and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the AdvisorDirectors;
(b) use reasonable efforts to manage the Fund’s assets in a manner Fund so that it will not impair its qualification qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Barclays shall not be responsible for the tax effect of any or decisions made by or any actions taken by any person other than the Sub-Advisorperson;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus 's prospectus and/or Statement of Additional Information or otherwise established through written guidelines established determined by the Fund and provided to the Sub-Advisor by the AdvisorSubadviser, including without limitation, Section 4 hereofand in accordance with applicable legal requirements;
(d) furnish to the Trust Company and the Advisor Adviser whatever statistical information the Trust Company, or the Advisor Adviser may reasonably request with respect to the Fund’s 's assets or contemplated investments. In addition, the Sub-Advisor Subadviser will keep the TrustCompany, the Advisor Adviser and the Trustees Directors informed of developments that the Sub-Advisor reasonably believes will materially affect affecting the Fund’s portfolio, 's portfolio and shall, on the Sub-Advisor’s Subadviser's own initiative, furnish to the Trust Fund from time to time whatever information the Sub-Advisor Subadviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator 's administrator, First Data Investor Services Group, Inc. (the “"Administrator”"), the Advisor Adviser and the TrustCompany, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the AdvisorAdviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-Advisor Subadviser will furnish the TrusteesDirectors, the Administrator, the Advisor Adviser and the Trust Company with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically quarterly with the Advisor Adviser and the Trustees, in person or by teleconference, Company's Board of Directors to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the TrustCompany;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to Adviser and the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor Subadviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Subadviser from serving as an investment advisor adviser pursuant to this Subadvisory 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Subadviser further agrees to notify the Trust Fund and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Subadviser respecting or relating to the Sub-Advisor Subadviser that would make is not contained in the Fund's Registration Statement, or any written information previously provided amendment or supplement thereto, but that is required to the Advisor or the Trust materially inaccurate or incomplete or if be disclosed therein, and of any such written information statement contained therein that becomes untrue in any material respect;; and
(mh) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, use no inside information that may be in its possession or in the possession of any of its affiliates, nor will the Subadviser seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: (a) provide a program of continuous investment management for the FundFunds; (b) make investment decisions for the FundFunds; and (c) place orders to purchase and sell securities for the Fund Funds in accordance with each of the Fund’s investment objectives, policies and limitations as stated in the Fund’s Funds’ current combined Prospectus and Statement of Additional Information (the “Registration Statement”) as provided to the Sub-Advisor Adviser by the AdvisorAdviser, as they may be amended from time to time; provided, that the Advisor Adviser shall provide the Sub-Advisor Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Funds’ Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage each of the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-AdvisorAdviser;
(c) place orders pursuant to its investment determinations for the FundFunds, in accordance with applicable policies expressed in the Fund’s Funds’ combined Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund Funds and provided to the Sub-Advisor Adviser by the AdvisorAdviser, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust or the Advisor Adviser may reasonably request with respect to each of the Fund’s assets or investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees informed of developments that the Sub-Advisor Adviser reasonably believes will materially affect each of the Fund’s portfolio, and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor Funds’ Adviser and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund Funds as may reasonably be required to assist the Advisor, the Administrator Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund Funds as they may reasonably request;
(f) meet periodically with The Sub-Adviser shall promptly respond to requests by the Advisor Adviser, the Administrator, and the TrusteesFunds’ CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Adviser relating directly to the Funds. The Sub-Adviser shall also provide the Adviser with such other information and reports, in person or by teleconference, to explain its investment management activities, including information and any reports related to the Fund compliance matters, as may reasonably be requested by it from time to time, including without limitation all material requested by or required to be delivered to the Advisor and/or the Trust;Board.
(g) immediately notify the AdvisorAdviser, in writing, of the receipt of any notice of a class action proceeding related to the Fund Funds or any other action or proceeding in which the Advisor Adviser or the Fund Funds may be entitled to participate as a result of the Fund’s Funds’ securities holdings. The Sub-Advisor Sub- Adviser shall have no responsibility for filing claims on behalf of the Advisor Adviser or the Trust with respect to any such actions. The Sub-AdvisorAdviser’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s Funds’ securities holdings to the AdvisorAdviser;
(h) provide assistance to the AdvisorAdviser, custodian or recordkeeping agent for the Fund Funds in determining or confirming, consistent with the procedures and policies stated in the Fund’s Funds’ valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund Funds for which the AdvisorAdviser, custodian or recordkeeping agent seeks assistance from the Sub-Advisor Adviser or identifies for review by the Sub-AdvisorAdviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor Adviser for consultation when the Trustees convene; (ii) notifying the Advisor Adviser in the event the Sub-Advisor Adviser determines, with respect to a security that is held both by the Fund Funds and by another account managed by the Sub-AdvisorAdviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-market- makers with respect to securities held by the FundFunds, upon the request of the AdvisorAdviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s Funds’ valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor Adviser upon request;
(i) assist the AdvisorAdviser, the FundFunds, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor Adviser agrees to provide certifications to the principal executive and financial officers of the Fund Funds that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor Adviser shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the FundFunds, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor Adviser represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-AdvisorAdviser’s compliance program, which access shall include (i) on-site visits with the Sub-Advisor Adviser as may be reasonably requested from time to timetime (ii)a report of any material changes to the Sub-Adviser compliance policies; (iii) a report of any compliance matter about which the Adviser or the Funds’ Board of Trustees would reasonably need to know to oversee Fund compliance, and that involves, without limitation: (A) a violation of the securities laws by the Sub-Adviser or any of its officers, directors, employees or agents; (B) a violation of the Policies or the Sub-Adviser compliance policies by the Sub-Adviser or any of its officers, directors, employees or agents; and/or (C) a weakness in the design or implementation of the Policies; and (iv) an annual (or more frequently as the CCO may request) certification regarding the Sub-Adviser’s compliance with Rule 206(4)-7 under the Advisers Act. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-AdvisorAdviser’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor Adviser in connection with compliance by the Fund Funds with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor Adviser hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor Adviser and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Sub- Adviser that would make any written information previously provided to the Advisor Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the FundFunds. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the FundFunds, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor adviser of a portion of the Fund Funds not managed by the Sub-AdvisorSub- Adviser, if applicable, or with any sub-advisor adviser to any registered investment company or portfolio or series thereof under common control with the FundFunds, concerning transactions for the Fund Funds in securities or other assets. Further, where the Sub-Advisor Adviser is one of multiple money managers managing a Fund, the Sub-AdvisorAdviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the that Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Two Roads Shared Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed disclosed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian Advisor (or recordkeeping agent for other designated service provider of the Fund Fund) in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities security or other assets asset of the Fund for which the Advisor, custodian Advisor (or recordkeeping agent such service provider) seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a the Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ultimus Managers Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: (a) provide a program of continuous investment management for the each Fund; (b) make investment decisions for the each Fund; and (c) place orders to purchase and sell securities for the each Fund in accordance with the each Fund’s investment objectives, policies and limitations as stated in the Fund’s Funds’ current Prospectus Prospectus(es) and Statement of Additional Information (the “Registration Statement”) as provided to the Sub-Advisor Sub- Adviser by the AdvisorAdviser, as they may be amended from time to time; provided, that the Advisor Adviser shall provide the Sub-Advisor Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the each Fund’s Prospectus Prospectus(es) and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage the each Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-AdvisorSub- Adviser;
(c) place orders pursuant to its investment determinations for the each Fund, in accordance with applicable policies expressed in the each Fund’s Prospectus Prospectus(es) and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund Funds and provided to the Sub-Advisor Adviser by the AdvisorAdviser, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s Funds’ assets or investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees informed of developments that the Sub-Advisor Adviser reasonably believes will materially affect the each Fund’s portfolio, and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor Funds’ Adviser and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund Funds as may reasonably be required to assist the Advisor, the Administrator Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund Funds as they may reasonably request;
(f) meet periodically with the Advisor Adviser and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund Funds as may reasonably be requested by the Advisor Adviser and/or the Trust;
(g) immediately notify the AdvisorAdviser, in writing, of the receipt of any notice of a class action proceeding related to the each Fund or any other action or proceeding in which the Advisor Adviser or the a Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor Sub- Adviser shall have no responsibility for filing claims on behalf of the Advisor Adviser or the Trust with respect to any such actions. The Sub-AdvisorAdviser’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s Funds’ securities holdings to the AdvisorAdviser;
(h) provide assistance to the AdvisorAdviser, custodian or recordkeeping agent for the each Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s Funds’ valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the a Fund for which the AdvisorAdviser, custodian or recordkeeping agent seeks assistance from the Sub-Advisor Adviser or identifies for review by the Sub-AdvisorAdviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor Adviser for consultation when the Trustees convene; (ii) notifying the Advisor Adviser in the event the Sub-Advisor Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-AdvisorAdviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-market- makers with respect to securities held by the Fund, upon the request of the AdvisorAdviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s Funds’ valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor Adviser upon request;
(i) assist the AdvisorAdviser, the each Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor Adviser agrees to provide certifications to the principal executive and financial officers of the Fund Funds that correspond to the drafting and/or filing of the each Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor Adviser shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the FundFunds, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor Adviser represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-AdvisorAdviser’s compliance program, which access shall include on-site visits with the Sub-Advisor Adviser as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-AdvisorAdviser’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor Adviser in connection with compliance by the Fund each Funds with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor Adviser hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor Adviser and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that would make any written information previously provided to the Advisor Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the FundFunds. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the each Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor adviser of a portion of the a Fund not managed by the Sub-AdvisorAdviser, if applicable, or with any sub-advisor adviser to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor Adviser is one of multiple money managers managing a Fund, the Sub-AdvisorAdviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Two Roads Shared Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information (the “Registration Statement”) as provided to the Sub-Advisor Sub- Adviser by the AdvisorAdviser, as they may be amended from time to time; provided, that the Advisor Adviser shall provide the Sub-Advisor Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-AdvisorSub- Adviser;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor Adviser by the AdvisorAdviser, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees informed of developments that the Sub-Advisor Adviser reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor Adviser and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor Adviser and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the Trust;
(g) immediately notify the AdvisorAdviser, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor Adviser shall have no responsibility for filing claims on behalf of the Advisor Adviser or the Trust with respect to any such actions. The Sub-AdvisorAdviser’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the AdvisorAdviser;
(h) provide assistance to the AdvisorAdviser, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the AdvisorAdviser, custodian or recordkeeping agent seeks assistance from the Sub-Advisor Adviser or identifies for review by the Sub-AdvisorAdviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor Adviser for consultation when the Trustees convene; (ii) notifying the Advisor Adviser in the event the Sub-Advisor Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-AdvisorAdviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the AdvisorAdviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor Adviser upon request;
(i) assist the AdvisorAdviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor Adviser agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor Adviser shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor Adviser represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-AdvisorAdviser’s compliance program, which access shall include on-site visits with the Sub-Advisor Adviser as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-AdvisorAdviser’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor Adviser hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor Adviser and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that would make any written information previously provided to the Advisor Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor adviser of a portion of the Fund not managed by the Sub-AdvisorAdviser, if applicable, or with any sub-advisor adviser to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor Adviser is one of multiple money managers managing a Fund, the Sub-AdvisorAdviser’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Interim Investment Sub Advisory Agreement (Two Roads Shared Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a the Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ultimus Managers Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees Board and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:.
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the TrusteesBoard, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Sub- Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees Board informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the TrusteesBoard, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the TrusteesBoard, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees conveneBoard convenes; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-market- makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund Trust that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARsCEN, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Sub- Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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”) SEC or other regulatory authority. The Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Sub- Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;; and
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed disclosed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Sub- Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Sub- Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian Advisor (or recordkeeping agent for other designated service provider of the Fund Fund) in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities security or other assets asset of the Fund for which the Advisor, custodian Advisor (or recordkeeping agent such service provider) seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(po) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Sub- Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a the Fund, the Sub-Sub- Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ultimus Managers Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s 's Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s 's assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(pq) not consult with any the sub-advisor of a the portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for to providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed disclosed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian Advisor (or recordkeeping agent for other designated service provider of the Fund Fund) in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities security or other assets asset of the Fund for which the Advisor, custodian Advisor (or recordkeeping agent such service provider) seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(po) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a the Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ultimus Managers Trust)
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Sub- Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 38a-l under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-138a-l, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for ; the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor by the Advisor;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof;
(d) furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust;
(g) immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the Advisor;
(h) provide assistance to the Advisor, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor upon request;
(i) assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-Advisor’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor and the Trust to the extent required by applicable law in the event that the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment advisor 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 Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(pq) not consult with any the sub-advisor of a the portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for to providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
Appears in 1 contract
Investment Advisory Duties. Subject to the supervision of the Trustees Board and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor Adviser by the AdvisorAdviser, as they may be amended from time to time; provided, that the Advisor Adviser shall provide the Sub-Advisor Adviser reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further Adviser agrees that, in performing its duties hereunder, it will:
(a) with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects with the applicable provisions of the 1940 Act, the Advisers Act, and all applicable rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by the TrusteesBoard, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided to the Sub-Advisor Adviser by the AdvisorAdviser;
(b) use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-AdvisorSub- Adviser;
(c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines established by the Fund and provided to the Sub-Advisor Adviser by the Advisor, including without limitation, Section 4 hereofAdviser;
(d) furnish to the Trust and the Advisor Adviser whatever statistical information the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor Adviser will keep the Trust, the Advisor Adviser and the Trustees Board informed of developments that the Sub-Advisor Adviser reasonably believes will materially affect the Fund’s portfolio, and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose;
(e) make available to the Fund’s administrator (the “Administrator”), the Advisor Adviser and the Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required to assist the AdvisorAdviser, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the TrusteesBoard, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request;
(f) meet periodically with the Advisor Adviser and the TrusteesBoard, in person or by teleconference, to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the Trust;
(g) immediately notify the AdvisorAdviser, in writing, of the receipt of any notice of a class action proceeding related to the Fund or any other action or proceeding in which the Advisor Adviser or the Fund may be entitled to participate as a result of the Fund’s securities holdings. The Sub-Advisor Adviser shall have no responsibility for filing claims on behalf of the Advisor Adviser or the Trust with respect to any such actions. The Sub-AdvisorAdviser’s responsibility with respect to such matters shall be to comply with the foregoing notification obligations and to cooperate with the Advisor Adviser and the Trust in making such filings, which shall include providing any relevant information regarding the Fund’s securities holdings to the AdvisorAdviser;
(h) provide assistance to the AdvisorAdviser, custodian or recordkeeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement, the value of any portfolio securities or other assets of the Fund for which the AdvisorAdviser, custodian or recordkeeping agent seeks assistance from the Sub-Advisor Adviser or identifies for review by the Sub-AdvisorAdviser. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor Adviser for consultation when the Trustees conveneBoard convenes; (ii) notifying the Advisor Adviser in the event the Sub-Advisor Adviser determines, with respect to a security that is held both by the Fund and by another account managed by the Sub-AdvisorAdviser, to price the security pursuant to such other account’s policies and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-market- makers with respect to securities held by the Fund, upon the request of the AdvisorAdviser; (iv) verifying pricing and providing fair valuations or recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time; and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder, and providing such information to the Advisor Adviser upon request;
(i) assist the AdvisorAdviser, the Fund, and any of its or their trustees, directors, officers, and/or employees in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided by, and obligations of, the Sub-Advisor Adviser hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor Adviser agrees to provide certifications to the principal executive and financial officers of the Fund Trust that correspond to the drafting and/or filing of the Fund’s Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content as the Advisor Adviser shall reasonably request or as in accordance with procedures adopted by the Trust;
(j) assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor Adviser represents and warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information regarding the Sub-AdvisorAdviser’s compliance program, which access shall include on-site visits with the Sub-Advisor Adviser as may be reasonably requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule 38a-1, the Sub-Advisor Adviser agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation of the Sub-AdvisorAdviser’s compliance program;
(k) provide assistance as may be reasonably requested by the Advisor Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor Sub- Adviser hereunder. The Fund is, however, ultimately responsible for legal and regulatory requirements;
(l) immediately notify the Advisor Adviser and the Trust to the extent required by applicable law in the event that the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment advisor 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”) SEC or other regulatory authority. The Advisor recognizes that it may not be reasonable in all cases for the Sub-Advisor to be aware of all administrative proceedings or enforcement actions by the SEC or other regulatory authority concerning its affiliates. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Sub- Adviser respecting or relating to the Sub-Advisor Adviser that would make any written information previously provided to the Advisor Adviser or the Trust materially inaccurate or incomplete or if any such written information becomes untrue in any material respect;
(m) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience and quality;
(n) use no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain any such information;; and
(o) use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and
(p) not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable, or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing a Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to its discrete portion of the Fund’s portfolio.
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