Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser shall: (i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) of the Fund, as each may be amended or supplemented; (ii) invest and reinvest the assets of the Funds by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds may purchase, sell, enter into or use; (iii) determine the portions of each Fund’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents; (iv) place orders to purchase and sell securities and other assets for the Funds; (v) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and (vi) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information. (b) The Adviser further agrees that, in performing its duties hereunder, it shall: (i) comply or act in conformity with: (1) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board; (ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify; (iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 3 below) as the Board may reasonably request; and (3) such statistical information as the Board may reasonably request with respect to the assets or investments of each Fund; (iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations; (v) immediately notify in writing the Trust in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or any other regulatory authority; or (3) a party to any litigation that may be material to one or more of the Funds; (vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect; (vii) make available, without expense to the Funds, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations; (viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds’ Form N-CSRs and Form N-Qs; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information upon request on valuations the Adviser has determined of securities also held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value in accordance with the procedures and methods established by the Board; and (x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.
Appears in 3 contracts
Samples: Investment Advisory Agreement (AARP Funds), Investment Advisory Agreement (AARP Funds), Investment Advisory Agreement (AARP Funds)
Investment Advisory Duties. (a) Subject to the general supervision and oversight of the Board of Trustees of and the Trust (“Board”)Adviser, the Adviser shallSub-Adviser, in coordination with the Adviser:
(i) will provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, Growth Fund in accordance with the Growth Fund’s 's investment objective, principal investment strategies, policies and restrictions limitations as set forth stated in the prospectus (“Prospectus”) Growth Fund's Prospectus and statement Statement of additional information (“SAI”) Additional Information included as part of the FundTrust's Registration Statement filed with the Securities and Exchange Commission ("SEC"), as each the Prospectus and Statement of Additional Information may be amended or supplementedotherwise supplemented from time to time, copies of which shall be provided to the Sub-Adviser by the Adviser;
(ii) invest and reinvest will make investment decisions for the assets of the Funds by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds may purchase, sell, enter into or useGrowth Fund;
(iii) determine the portions of each Fund’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) will place orders to purchase and sell securities and other assets for the FundsGrowth Fund;
(iv) will provide assistance in determining the fair value of certain portfolio securities when market quotations are not readily available for the purpose of calculating the Growth Fund's net asset value in accordance with the procedures and methods established by the Board;
(v) will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Growth Fund may be invested in a manner that complies with the Trust’s 's proxy voting policies and procedures and, in the good faith judgment of the Sub-Adviser, best serves the interests of each the Growth Fund’s 's shareholders; maintain records of all proxies voted on behalf of the Growth Fund; and provide information to the Trust, the Adviser or their designated agent in a manner that is sufficiently complete and timely to ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of the 1940 Act;
(vi) will maintain books and records with respect to the Growth Fund's securities transactions;
(vii) will provide periodic and special reports to the Board, as requested; and
(viviii) will cooperate with and provide reasonable assistance to the Adviser, the Administrator, Sub-Administrator, Growth Fund Accounting Agent, Custodian, Foreign Custodians, Transfer Agent, Pricing Agents, and all other agents and representatives of the Growth Fund and the Adviser, including in particular the Chief Compliance Officer of the Trust ("Trust’s other service providers by: (1) keeping them 's CCO"), will keep all such persons fully informed as to such matters that as they may reasonably deem necessary with respect to the performance of their obligations to the FundsGrowth Fund and the Adviser, (2) providing will provide prompt responses to reasonable requests for information or assistance made by such persons, and (3) establishing will establish appropriate processes interfaces with each such entity so as to promote the efficient exchange of information.
(b) In performing its investment sub-advisory services to the Growth Fund under this Agreement, the Sub-Adviser will provide the Growth Fund, among other things, analysis of statistical and economic data and information concerning the Growth Fund, including portfolio composition. The Sub-Adviser will determine the securities, instruments, repurchase agreements, futures, options and other investments and techniques that the Growth Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Growth Fund's portfolio. The Sub-Adviser will recommend to the Trust and the Adviser what portion of the Growth Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held in cash or other liquid assets.
(c) The Sub-Adviser's duties shall not include and the Sub-Adviser shall have no responsibility for tax reporting or securities lending.
(d) The Sub-Adviser further agrees that, in performing its duties hereunder, it shallwill:
(i) comply or act in conformity with: (1) with the 1940 Act, Act and the Investment Advisers Act of 1940, as amended (“Advisers Act”)and all rules and regulations thereunder, the Internal Revenue Code of 1986, as amended (“"Code”"), the Commodities Futures Trading Commission and all other applicable laws, rules federal and state laws and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, with any applicable procedures and other directions adopted by the Board. The Sub-Adviser also will provide to the Trust such information and assurances (including sub-certifications) as the Adviser may reasonably request from time to time in order for the Trust to comply with its disclosure and reporting obligations imposed under applicable federal laws and regulations;
(ii) manage each of the Funds Growth Fund so that is intended it will qualify, and continue to qualify qualify, as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualifythereunder;
(iii) furnish place orders for the Trust purchase and Board with: sale of investments for the Growth Fund directly with the issuer or with any broker or dealer in accordance with (1) information about developments materially affecting the investments Growth Fund's investment objectives and investment program and all applicable policies and procedures described in the Growth Fund's Prospectus and/or portfolio Statement of each Fund; Additional Information, (2) any written policies and procedures adopted by the Trust regarding such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 3 below) as the Board may reasonably request; matters, and (3) such with all applicable legal requirements;
(iv) furnish to the Trust or the Adviser, or cause to be furnished, whatever statistical information as the Board Trust or the Adviser may reasonably request with respect to the Growth Fund's assets or investments contemplated investments.
(v) maintain books and records with respect to the Growth Fund's securities transactions, render to the Adviser and/or the Board such periodic and special reports as the Adviser and/or the Board may reasonably request, and keep the Adviser and/or the Board informed of each developments materially affecting the Growth Fund's portfolio and keep the Trust, the Board and the Adviser informed of developments materially affecting the Growth Fund's portfolio and shall, when requested meet quarterly with the Board to explain its activities. Further, on the Sub-Adviser's own initiative, furnish to the Trust and the Adviser from time to time whatever information the Sub-Adviser believes appropriate for this purpose;
(ivvi) make available to the Trust Board, the Trust's Administrator, Sub-Administrator, the Growth Fund Accounting Agent, the Adviser, the Trust's Chief Compliance Officer ("CCO"), and its administrator or other agentthe Trust, promptly upon their request, such copies of the Adviser’s its investment records and ledgers with respect to each the Growth Fund as may be required to assist the Board, Trust's Administrator, Sub-Administrator, the Growth Fund Accounting Agent, the Adviser, the Trust's CCO, and the Trust in its their compliance with applicable laws, rules laws and regulations. The Sub-Adviser will furnish the Board with such periodic and special reports regarding the Growth Fund and the Sub-Adviser as they may reasonably request. In addition, the Sub-Adviser will furnish to the Board, the Adviser and third-party data reporting services all currently available standardized performance information and other customary data;
(vvii) make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Board, the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other matters relating to the management of the Growth Fund;
(viii) review draft reports to shareholders and other documents provided to Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents;
(ix) make available to the Trust's Administrator, the Adviser and, as appropriate, the Trust, promptly upon its request, such copies of its investment records and ledgers with respect to the Growth Fund as may be required to assist the Trust's Administrator, the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Adviser will furnish the Adviser and/or the Board with such periodic and special reports regarding the Growth Fund as they may reasonably request;
(x) immediately notify in writing the Trust Trust, the Adviser and the Board in the event that the Sub-Adviser or any of its affiliates becomes aware that the Adviser isaffiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authority; or (3) a party . The Sub-Adviser further agrees to any litigation that may be material to one or more of the Funds;
(vi) immediately notify the Trust immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s 's Registration StatementStatement regarding the Growth Fund, or any amendment or supplement thereto, but that is required to be disclosed thereinthereon, and of any statement contained therein that is or becomes untrue in any material respect;
(viixi) make available, without expense in providing investment advice to the FundsGrowth Fund, use no inside information that may be in its possession or in the service possession of any of its affiliates, nor will the Adviser’s directors, officers and employees Sub-Adviser seek to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to obtain any limitations imposed by laws, rules or regulationssuch information;
(viiixii) not disclose information regarding Growth Fund characteristics, trading history, portfolio holdings or any other related information to any third party, except in compliance with the Trust's policies on disclosure of portfolio holdings;
(xiii) provide to the Adviser, the Trust or the Board with such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds’ Growth Fund's Form N-CSRs and Form N-Qs;
(ixxiv) will promptly assist as requested the Trust and the Adviser in determining the fair value of portfolio securities when market quotations are not readily available (including promptly making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser, the Board and/or any fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds Growth Fund and providing information upon request on valuations the Sub-Adviser has determined of securities also held by other clients of the Sub-Adviser), for the purpose of calculating each the Growth Fund’s 's net asset value in accordance with the procedures and methods established by the Board; and;
(xxv) meet with the Board to explain its activities at such times and places as the Adviser or the Board may reasonably request;
(xvi) not consult with any other sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Growth Fund's transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act; and
(xvii) vote proxies related to securities held by the Growth Fund in the best interest of the Growth Fund and in accordance with the Trust's Proxy Voting Policies and Procedures and the Sub-Adviser's Proxy Voting Policies and Procedures as they may exist from time to time.
(e) will promptly notify the Trust in writing of the occurrence of any of the following events:
(i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which such Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
(ii) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or
(iii) the chief executive officer or controlling partner of the Sub-Adviser or the portfolio manager of the Growth Fund changes or there is otherwise an actual change in control or management of Adviser.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (E Trade Funds), Investment Sub Advisory Agreement (E Trade Funds)
Investment Advisory Duties. (a) Subject to the general supervision and oversight of the Board of Trustees of and the Trust (“Board”)Adviser, the Adviser shallSub-Adviser, in coordination with the Adviser:
(i) will provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, Value Fund in accordance with the Value Fund’s 's investment objective, principal investment strategies, policies and restrictions limitations as set forth stated in the prospectus (“Prospectus”) Value Fund's Prospectus and statement Statement of additional information (“SAI”) Additional Information included as part of the FundTrust's Registration Statement filed with the Securities and Exchange Commission ("SEC"), as each the Prospectus and Statement of Additional Information may be amended or supplementedotherwise supplemented from time to time, copies of which shall be provided to the Sub-Adviser by the Adviser;
(ii) invest and reinvest will make investment decisions for the assets of the Funds by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds may purchase, sell, enter into or useValue Fund;
(iii) determine the portions of each Fund’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) will place orders to purchase and sell securities and other assets for the FundsValue Fund;
(iv) will provide assistance in determining the fair value of certain portfolio securities when market quotations are not readily available for the purpose of calculating the Value Fund's net asset value in accordance with the procedures and methods established by the Board;
(v) will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Value Fund may be invested in a manner that complies with the Trust’s 's proxy voting policies and procedures and, in the good faith judgment of the Sub-Adviser, best serves the interests of each the Value Fund’s 's shareholders; maintain records of all proxies voted on behalf of the Value Fund; and provide information to the Trust, the Adviser or their designated agent in a manner that is sufficiently complete and timely to ensure the Trust's compliance with its filing obligations under Rule 30b1-4 of the 1940 Act;
(vi) will maintain books and records with respect to the Value Fund's securities transactions;
(vii) will provide periodic and special reports to the Board, as requested; and
(viviii) will cooperate with and provide reasonable assistance to the Adviser, the Administrator, Sub-Administrator, Value Fund Accounting Agent, Custodian, Foreign Custodians, Transfer Agent, Pricing Agents, and all other agents and representatives of the Value Fund and the Adviser, including in particular the Chief Compliance Officer of the Trust ("Trust’s other service providers by: (1) keeping them 's CCO"), will keep all such persons fully informed as to such matters that as they may reasonably deem necessary with respect to the performance of their obligations to the FundsValue Fund and the Adviser, (2) providing will provide prompt responses to reasonable requests for information or assistance made by such persons, and (3) establishing will establish appropriate processes interfaces with each such entity so as to promote the efficient exchange of information.
(b) In performing its investment sub-advisory services to the Value Fund under this Agreement, the Sub-Adviser will provide the Value Fund, among other things, analysis of statistical and economic data and information concerning the Value Fund, including portfolio composition. The Sub-Adviser will determine the securities, instruments, repurchase agreements, futures, options and other investments and techniques that the Value Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of the Value Fund's portfolio. The Sub-Adviser will recommend to the Trust and the Adviser what portion of the Value Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held in cash or other liquid assets.
(c) The Sub-Adviser's duties shall not include and the Sub-Adviser shall have no responsibility for tax reporting or securities lending.
(d) The Sub-Adviser further agrees that, in performing its duties hereunder, it shallwill:
(i) comply or act in conformity with: (1) with the 1940 Act, Act and the Investment Advisers Act of 1940, as amended (“Advisers Act”)and all rules and regulations thereunder, the Internal Revenue Code of 1986, as amended (“"Code”"), the Commodities Futures Trading Commission and all other applicable laws, rules federal and state laws and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, with any applicable procedures and other directions adopted by the Board. The Sub-Adviser also will provide to the Trust such information and assurances (including sub-certifications) as the Adviser may reasonably request from time to time in order for the Trust to comply with its disclosure and reporting obligations imposed under applicable federal laws and regulations;
(ii) manage each of the Funds Value Fund so that is intended it will qualify, and continue to qualify qualify, as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualifythereunder;
(iii) furnish place orders for the Trust purchase and Board with: sale of investments for the Value Fund directly with the issuer or with any broker or dealer in accordance with (1) information about developments materially affecting the investments Value Fund's investment objectives and investment program and all applicable policies and procedures described in the Value Fund's Prospectus and/or portfolio Statement of each Fund; Additional Information, (2) any written policies and procedures adopted by the Trust regarding such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 3 below) as the Board may reasonably request; matters, and (3) such with all applicable legal requirements;
(iv) furnish to the Trust or the Adviser, or cause to be furnished, whatever statistical information as the Board Trust or the Adviser may reasonably request with respect to the Value Fund's assets or investments contemplated investments.
(v) maintain books and records with respect to the Value Fund's securities transactions, render to the Adviser and/or the Board such periodic and special reports as the Adviser and/or the Board may reasonably request, and keep the Adviser and/or the Board informed of each developments materially affecting the Value Fund's portfolio and keep the Trust, the Board and the Adviser informed of developments materially affecting the Value Fund's portfolio and shall, when requested meet quarterly with the Board to explain its activities. Further, on the Sub-Adviser's own initiative, furnish to the Trust and the Adviser from time to time whatever information the Sub-Adviser believes appropriate for this purpose;
(ivvi) make available to the Trust Board, the Trust's Administrator, Sub-Administrator, the Value Fund Accounting Agent, the Adviser, the Trust's Chief Compliance Officer ("CCO"), and its administrator or other agentthe Trust, promptly upon their request, such copies of the Adviser’s its investment records and ledgers with respect to each the Value Fund as may be required to assist the Board, Trust's Administrator, Sub-Administrator, the Value Fund Accounting Agent, the Adviser, the Trust's CCO, and the Trust in its their compliance with applicable laws, rules laws and regulations. The Sub-Adviser will furnish the Board with such periodic and special reports regarding the Value Fund and the Sub-Adviser as they may reasonably request. In addition, the Sub-Adviser will furnish to the Board, the Adviser and third-party data reporting services all currently available standardized performance information and other customary data;
(vvii) make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Board, the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other matters relating to the management of the Value Fund;
(viii) review draft reports to shareholders and other documents provided to Sub-Adviser, provide comments on such drafts on a timely basis, and provide certifications or sub-certifications on a timely basis as to the accuracy of the information contained in such reports or other documents;
(ix) make available to the Trust's Administrator, the Adviser and, as appropriate, the Trust, promptly upon its request, such copies of its investment records and ledgers with respect to the Value Fund as may be required to assist the Trust's Administrator, the Adviser and the Trust in their compliance with applicable laws and regulations. The Sub-Adviser will furnish the Adviser and/or the Board with such periodic and special reports regarding the Value Fund as they may reasonably request;
(x) immediately notify in writing the Trust Trust, the Adviser and the Board in the event that the Sub-Adviser or any of its affiliates becomes aware that the Adviser isaffiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; or (2) becomes aware that it is the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authority; or (3) a party . The Sub-Adviser further agrees to any litigation that may be material to one or more of the Funds;
(vi) immediately notify the Trust immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s 's Registration StatementStatement regarding the Value Fund, or any amendment or supplement thereto, but that is required to be disclosed thereinthereon, and of any statement contained therein that is or becomes untrue in any material respect;
(viixi) make available, without expense in providing investment advice to the FundsValue Fund, use no inside information that may be in its possession or in the service possession of any of its affiliates, nor will the Adviser’s directors, officers and employees Sub-Adviser seek to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to obtain any limitations imposed by laws, rules or regulationssuch information;
(viiixii) not disclose information regarding Value Fund characteristics, trading history, portfolio holdings or any other related information to any third party, except in compliance with the Trust's policies on disclosure of portfolio holdings;
(xiii) provide to the Adviser, the Trust or the Board with such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds’ Value Fund's Form N-CSRs and Form N-Qs;
(ixxiv) will promptly assist as requested the Trust and the Adviser in determining the fair value of portfolio securities when market quotations are not readily available (including promptly making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser, the Board and/or any fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds Value Fund and providing information upon request on valuations the Sub-Adviser has determined of securities also held by other clients of the Sub-Adviser), for the purpose of calculating each the Value Fund’s 's net asset value in accordance with the procedures and methods established by the Board; and;
(xxv) meet with the Board to explain its activities at such times and places as the Adviser or the Board may reasonably request;
(xvi) not consult with any other sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Value Fund's transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act; and
(xvii) vote proxies related to securities held by the Value Fund in the best interest of the Value Fund and in accordance with the Trust's Proxy Voting Policies and Procedures and the Sub-Adviser's Proxy Voting Policies and Procedures as they may exist from time to time.
(e) will promptly notify the Trust in writing of the occurrence of any of the following events:
(i) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which such Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
(ii) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and/or
(iii) the chief executive officer or controlling partner of the Sub-Adviser or the portfolio manager of the Value Fund changes or there is otherwise an actual change in control or management of Adviser.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (E Trade Funds), Investment Sub Advisory Agreement (E Trade Funds)
Investment Advisory Duties. (a) Subject to the supervision of the Adviser and the Board of Trustees of the Trust (“Board”), the Sub-Adviser shall:
(i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) of for the Fund, as each may be amended or supplemented;
(ii) invest and reinvest the assets of the Funds by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds may purchase, sell, enter into into, or use;
(iii) determine the portions of each Fund’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) place orders to purchase and sell securities and other assets for the Funds;
(v) if requested to vote proxies by the Adviser, vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Sub-Adviser, best serves the interests of each Fund’s shareholders; and
(vi) cooperate with and provide reasonable assistance to the Adviser and the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information.
(b) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall:
(i) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the BoardBoard and/or the Adviser;
(ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify;
(iii) furnish the Adviser, the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 3 below) as the Adviser and/or Board may reasonably request; and (3) such statistical information as the Adviser and/or the Board may reasonably request with respect to the assets or investments of each Fund;
(iv) make available to the Adviser, the Trust and its the Trust’s administrator or other agent, promptly upon request, such copies of the Sub-Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations;
(v) immediately notify in writing the Trust and Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser is: (1) subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authority; or (3) a party to any litigation that may be material to one or more of the Funds;
(vi) immediately notify the Trust and the Adviser of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the Funds, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
(viii) provide to the Adviser, Trust or the and Board such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds’ Form N-CSRs and Form N-Qs;
(ixviii) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser and Board and/or any the fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information upon request on valuations the Sub-Adviser has determined of securities also held by other clients of the Sub-Adviser), for the purpose of calculating each Fund’s net asset value in accordance with the procedures and methods established by the Board; and;
(xix) meet with the Board to explain its activities at such times and places as the Board may reasonably request; and
(x) not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Fund’s transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (AARP Funds), Investment Sub Advisory Agreement (AARP Funds)
Investment Advisory Duties. (a) Subject to the supervision of the Adviser and the Board of Trustees of the Trust (“Board”), the Sub-Adviser shall:
(i) provide a program of continuous investment management for each of the FundsPortfolios, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the FundPortfolio’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus offering memorandum (“ProspectusOffering Memorandum”) and statement of additional information (“SAI”) of for the FundPortfolio, as each may be amended or supplemented;
(ii) invest and reinvest the assets of the Funds Portfolios by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds Portfolios may purchase, sell, enter into into, or use;
(iii) determine the portions of each FundPortfolio’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) place orders to purchase and sell securities and other assets for the FundsPortfolios;
(v) if requested to vote proxies by the Adviser, vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Portfolios may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Sub-Adviser, best serves the interests of each FundPortfolio’s shareholders; and
(vi) cooperate with and provide reasonable assistance to the Adviser and the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the FundsPortfolios, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information.
(b) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall:
(i) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund Portfolio as described in its Prospectus Offering Memorandum and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the BoardBoard and/or the Adviser;
(ii) manage each of the Funds Portfolios that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund Portfolio so qualifies and will continue to so qualify;
(iii) furnish the Adviser, the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each FundPortfolio; (2) such periodic and special reports regarding each of the Funds Portfolios and any Sub-Adviser (as defined in Section 3 below) as the Adviser and/or Board may reasonably request; and (3) such statistical information as the Adviser and/or the Board may reasonably request with respect to the assets or investments of each FundPortfolio;
(iv) make available to the Adviser, the Trust and its the Trust’s administrator or other agent, promptly upon request, such copies of the Sub-Adviser’s investment records and ledgers with respect to each Fund Portfolio as may be required to assist the Trust in its compliance with applicable laws, rules and regulations;
(v) immediately notify in writing the Trust and Adviser in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser is: (1) subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authority; or (3) a party to any litigation that may be material to one or more of the FundsPortfolios;
(vi) immediately notify the Trust and the Adviser of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds Portfolios that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the Funds, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
(viii) provide to the Adviser, Trust or the and Board such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the FundsPortfolios’ Form N-CSRs and Form N-Qs;
(ixviii) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser and Board and/or any the fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds Portfolios and providing information upon request on valuations the Sub-Adviser has determined of securities also held by other clients of the Sub-Adviser), for the purpose of calculating each FundPortfolio’s net asset value in accordance with the procedures and methods established by the Board; and;
(xix) meet with the Board to explain its activities at such times and places as the Board may reasonably request; and
(x) not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Portfolio’s transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (AARP Portfolios), Investment Sub Advisory Agreement (AARP Portfolios)
Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser shall:
(i) provide a program of continuous investment management for each of the FundsPortfolios, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the FundPortfolio’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus offering memorandum (“ProspectusOffering Memorandum”) and statement of additional information (“SAI”) of the FundPortfolio, as each may be amended or supplemented;
(ii) invest and reinvest the assets of the Funds Portfolios by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds Portfolios may purchase, sell, enter into or use;
(iii) determine the portions of each FundPortfolio’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) place orders to purchase and sell securities and other assets for the FundsPortfolios;
(v) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Portfolios may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each FundPortfolio’s shareholders; and
(vi) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the FundsPortfolios, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information.
(b) The Adviser further agrees that, in performing its duties hereunder, it shall:
(i) comply or act in conformity with: (1) 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund Portfolio as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board;
(ii) manage each of the Funds Portfolios that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund Portfolio so qualifies and will continue to so qualify;
(iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each FundPortfolio; (2) such periodic and special reports regarding each of the Funds Portfolios and any Sub-Adviser (as defined in Section 3 below) as the Board may reasonably request; and (3) such statistical information as the Board may reasonably request with respect to the assets or investments of each FundPortfolio;
(iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund Portfolio as may be required to assist the Trust in its compliance with applicable laws, rules and regulations;
(v) immediately notify in writing the Trust in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or any other regulatory authority; or (3) a party to any litigation that may be material to one or more of the FundsPortfolios;
(vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds Portfolios that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the FundsPortfolios, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
(viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the FundsPortfolios’ Form N-CSRs and Form N-Qs;
(ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-broker- dealers or market-makers with respect to securities held by the Funds Portfolios and providing information upon request on valuations the Adviser has determined of securities also held by other clients of the Adviser), for the purpose of calculating each FundPortfolio’s net asset value in accordance with the procedures and methods established by the Board; and
(x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.
Appears in 1 contract
Investment Advisory Duties. (a) Subject to the supervision of the Adviser and the Board of Trustees of the Trust (“Board”), the Sub-Adviser shall:
(i) provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the Fund’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus (“Prospectus”) and statement of additional information (“SAI”) of for the Fund, as each may be amended or supplementedsupplemented and provided to the Sub-Adviser;
(ii) invest and reinvest the assets of the Funds by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds may purchase, sell, enter into into, or use;
(iii) determine the portions of each Fund’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) place orders to purchase and sell securities and other assets for the Funds;
(v) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and
(viv) cooperate with and provide reasonable assistance to the Adviser and the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the Funds, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information.
(b) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall:
(i) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplementedsupplemented and provided to the Sub-Adviser; and (3) all policies, procedures and other directions adopted by the BoardBoard and/or the Adviser and provided in writing to the Sub-Adviser;
(ii) manage each of the Funds that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify;
(iii) furnish the Adviser, the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each Fund; (2) such periodic and special reports regarding each of the Funds and any Sub-Adviser (as defined in Section 3 below) as the Adviser and/or Board may reasonably request; and (3) such statistical information as the Adviser and/or the Board may reasonably request with respect to the assets or investments of each Fund;
(iv) make available to the Adviser, the Trust and its the Trust’s administrator or other agent, promptly upon request, such copies of the Sub-Adviser’s investment records and ledgers with respect to each Fund as may be required to assist the Trust in its compliance with applicable laws, rules and regulations;
(v) immediately notify in writing the Trust and Adviser as soon as reasonably practicable in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser is: (1) subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authorityauthority that would reasonably be expected to be of interest to Adviser or the Board of Trustees of the Trust; or (3) a party to any litigation that may be material to one or more of the Funds;
(vi) immediately notify the Trust and the Adviser of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the Funds, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
(viii) provide to the Adviser, Trust or the and Board such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds’ Form N-CSRs and Form N-Qs;
(ixviii) (1) monitor the portfolio securities and notify the Adviser or its designee on any day that the Sub-Adviser determines, in its sole discretion, that a significant event has occurred with respect to one or more portfolio securities held by the Funds which would likely have a significant effect on the price of such security which is not reflected in that security’s price and (2) provide information to the Adviser and/or the Board or any valuation committee appointed by the Board (“Valuation Committee”) to assist them, as requested requested, in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee appointed by the Board upon reasonable requestavailable, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information upon request on valuations the Adviser has determined of securities also held by other clients of the Adviser), for the purpose of be used in calculating each Fund’s net asset value in accordance with the procedures and methods established by the Board; andBoard (including making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser and Board and/or Valuation Committee upon reasonable request and obtaining bids and offers or quotes from broker-dealers or market makers with respect to securities held by the Funds).
(xix) meet with the Board to explain its activities at such times and places as the Board may reasonably request; and
(x) not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Fund’s transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.
(c) The Sub-Adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Funds.
(d) The Sub-Adviser shall not be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested.
Appears in 1 contract
Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”), the Adviser shall:
(i) provide a program of continuous investment management for each of the FundsPortfolios, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the FundPortfolio’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus offering memorandum (“ProspectusOffering Memorandum”) and statement of additional information (“SAI”) of the FundPortfolio, as each may be amended or supplemented;
(ii) invest and reinvest the assets of the Funds Portfolios by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds Portfolios may purchase, sell, enter into or use;
(iii) determine the portions of each FundPortfolio’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) place orders to purchase and sell securities and other assets for the FundsPortfolios;
(v) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds Portfolios may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each FundPortfolio’s shareholders; and
(vi) cooperate with and provide reasonable assistance to Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the FundsPortfolios, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information.
(b) The Adviser further agrees that, in performing its duties hereunder, it shall:
(i) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund Portfolio as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board;
(ii) manage each of the Funds Portfolios that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund Portfolio so qualifies and will continue to so qualify;
(iii) furnish the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each FundPortfolio; (2) such periodic and special reports regarding each of the Funds Portfolios and any Sub-Adviser (as defined in Section 3 below) as the Board may reasonably request; and (3) such statistical information as the Board may reasonably request with respect to the assets or investments of each FundPortfolio;
(iv) make available to the Trust and its administrator or other agent, promptly upon request, such copies of the Adviser’s investment records and ledgers with respect to each Fund Portfolio as may be required to assist the Trust in its compliance with applicable laws, rules and regulations;
(v) immediately notify in writing the Trust in the event that the Adviser or any of its affiliates becomes aware that the Adviser is: (1) subject to a statutory disqualification that prevents the Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or any other regulatory authority; or (3) a party to any litigation that may be material to one or more of the FundsPortfolios;
(vi) immediately notify the Trust of any material fact known to the Adviser respecting or relating to the Adviser or the Funds Portfolios that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the FundsPortfolios, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
(viii) provide to the Trust or the Board such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the FundsPortfolios’ Form N-CSRs and Form N-Qs;
(ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee appointed by the Board upon reasonable request, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds Portfolios and providing information upon request on valuations the Adviser has determined of securities also held by other clients of the Adviser), for the purpose of calculating each FundPortfolio’s net asset value in accordance with the procedures and methods established by the Board; and
(x) meet with the Board to explain its activities at such times and places as the Board may reasonably request.
Appears in 1 contract
Investment Advisory Duties. (a) Subject to the supervision of the Adviser and the Board of Trustees of the Trust (“Board”), the Sub-Adviser shall:
(i) provide a program of continuous investment management for each of the FundsPortfolios, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, in accordance with the FundPortfolio’s investment objective, principal investment strategies, policies and restrictions as set forth in the prospectus offering memorandum (“ProspectusOffering Memorandum”) and statement of additional information (“SAI”) of for the FundPortfolio, as each may be amended or supplementedsupplemented and provided to the Sub-Adviser;
(ii) invest and reinvest the assets of the Funds Portfolios by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds Portfolios may purchase, sell, enter into into, or use;
(iii) determine the portions of each FundPortfolio’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) place orders to purchase and sell securities and other assets for the Funds;
(v) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholdersPortfolios; and
(viv) cooperate with and provide reasonable assistance to the Adviser and the Trust’s other service providers by: (1) keeping them fully informed as to such matters that they may reasonably deem necessary with respect to the performance of their obligations to the FundsPortfolios, (2) providing prompt responses to reasonable requests for information or assistance and (3) establishing appropriate processes to promote the efficient exchange of information.
(b) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall:
(i) comply or act in conformity with: (1) the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“Code”), and all other applicable laws, rules and regulations; (2) the investment objectives, policies and limitations of each Fund Portfolio as described in its Prospectus Offering Memorandum and SAI, as such may be amended or supplementedsupplemented and provided to the Sub-Adviser; and (3) all policies, procedures and other directions adopted by the BoardBoard and/or the Adviser and provided in writing to the Sub-Adviser;
(ii) manage each of the Funds Portfolios that is intended to qualify as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund Portfolio so qualifies and will continue to so qualify;
(iii) furnish the Adviser, the Trust and Board with: (1) information about developments materially affecting the investments and/or portfolio of each FundPortfolio; (2) such periodic and special reports regarding each of the Funds Portfolios and any Sub-Adviser (as defined in Section 3 below) as the Adviser and/or Board may reasonably request; and (3) such statistical information as the Adviser and/or the Board may reasonably request with respect to the assets or investments of each FundPortfolio;
(iv) make available to the Adviser, the Trust and its the Trust’s administrator or other agent, promptly upon request, such copies of the Sub-Adviser’s investment records and ledgers with respect to each Fund Portfolio as may be required to assist the Trust in its compliance with applicable laws, rules and regulations;
(v) immediately notify in writing the Trust and Adviser as soon as reasonably practicable in the event that the Sub-Adviser or any of its affiliates becomes aware that the Sub-Adviser is: (1) subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; (2) the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authorityauthority that would reasonably be expected to be of interest to Adviser or the Board of Trustees of the Trust; or (3) a party to any litigation that may be material to one or more of the FundsPortfolios;
(vi) immediately notify the Trust and the Adviser of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds Portfolios that is not contained in the Trust’s Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the Funds, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
(viii) provide to the Adviser, Trust or the and Board such information and assurances (including certifications and sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Adviser, the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the FundsPortfolios’ Form N-CSRs and Form N-Qs;
(ixviii) (1) monitor the portfolio securities and notify the Adviser or its designee on any day that the Sub-Adviser determines, in its sole discretion, that a significant event has occurred with respect to one or more portfolio securities held by the Portfolios which would likely have a significant effect on the price of such security which is not reflected in that security’s price and (2) provide information to the Adviser and/or the Board or any valuation committee appointed by the Board (“Valuation Committee”) to assist them, as requested requested, in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel of the Adviser available for discussions with the Board and/or any fair valuation committee appointed by the Board upon reasonable requestavailable, obtaining bids and offers or quotes from broker-dealers or market-makers with respect to securities held by the Funds and providing information upon request on valuations the Adviser has determined of securities also held by other clients of the Adviser), for the purpose of be used in calculating each FundPortfolio’s net asset value in accordance with the procedures and methods established by the Board; andBoard (including making knowledgeable personnel of the Sub-Adviser available for discussions with the Adviser and Board and/or Valuation Committee upon reasonable request and obtaining bids and offers or quotes from broker-dealers or market makers with respect to securities held by the Portfolios).
(xix) meet with the Board to explain its activities at such times and places as the Board may reasonably request; and
(x) not consult with any other investment sub-adviser of the Trust (if any), or with the sub-adviser to any other investment company (or separate series thereof) managed by the Adviser concerning the Portfolio’s transactions in securities or other assets, except for purposes of complying with the conditions of Rule 12d3-1(a) and (b) under the 1940 Act.
(c) The Sub-Adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by the Portfolios.
(d) The Sub-Adviser shall not be responsible for voting proxies solicited by or with respect to the issuers of securities in which assets of the Portfolios may be invested.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (AARP Portfolios)
Investment Advisory Duties. (a) Subject to the supervision of the Board of Trustees of the Trust (“Board”)and the Adviser, the Adviser shall:
Sub-Adviser, in coordination with the Adviser: (i) will provide a program of continuous investment management for each of the Funds, including ongoing investment guidance, evaluation, policy direction, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends, Fund (ii) in accordance with the each Fund’s 's investment objective, principal investment strategies, policies and restrictions limitations as set forth stated in each Fund's Prospectus and Statement of Additional Information included as part of the prospectus Trust's Registration Statement filed with the Securities and Exchange Commission (“Prospectus”"SEC") and statement as the Prospectus and Statement of additional information (“SAI”) of the Fund, as each Additional Information may be amended or supplemented;
(ii) invest and reinvest otherwise supplemented from time to time, copies of which shall be provided to the assets of Sub-Adviser by the Funds by selecting the securities, instruments, repurchase agreements, financial futures contracts, options and other investments and techniques that the Funds may purchase, sell, enter into or use;
Adviser; will make investment decisions for each Fund; (iii) determine the portions of each Fund’s portfolio to be invested in securities or other assets and uninvested or in cash equivalents;
(iv) will place orders to purchase and sell securities and other assets for each Fund; (iv) will provide assistance in determining the Funds;
fair value of certain portfolio securities when market quotations are not readily available for the purpose of calculating each Fund's net asset value in accordance with the procedures and methods established by the Board of Trustees of the Trust; and (v) vote all proxies solicited by or with respect to the issuers of securities in which assets of the Funds may be invested in a manner that complies with the Trust’s proxy voting policies and procedures and, in the good faith judgment of the Adviser, best serves the interests of each Fund’s shareholders; and
(vi) will cooperate with and provide reasonable assistance to Trust’s the Adviser, the Administrator, Sub-Administrator, Fund Accounting Agent, Custodian, Foreign Custodians, Transfer Agent and Pricing Agents and all other service providers by: (1) keeping them agents and representatives of the Funds and the Adviser, will keep all such persons fully informed as to such matters that as they may reasonably deem necessary with respect to the performance of their obligations to the FundsFunds and the Adviser, (2) providing will provide prompt responses to reasonable requests for information or assistance made by such persons, and (3) establishing will establish appropriate processes interfaces with each such entity so as to promote the efficient exchange of information.
(b) In performing its investment sub-advisory services to each Fund under this Agreement, the Sub-Adviser will provide each Fund, among other things, analysis of statistical and economic data and information concerning the applicable index for each Fund, including portfolio composition. The Sub- Adviser will determine the securities, instruments, repurchase agreements, futures, options and other investments and techniques that each Fund will purchase, sell, enter into or use, and will provide an ongoing evaluation of each Fund's portfolio. The Sub-Adviser will recommend to the Trust and the Adviser what portion of each Fund's portfolio shall be invested in securities and other assets, and what portion if any, should be held in cash or other liquid assets.
(c) The Sub-Adviser's duties shall not include and the Sub-Adviser shall have no responsibility for tax reporting or securities lending.
(d) The Sub-Adviser further agrees that, in performing its duties hereunder, it shall:
will: (i) comply or act in conformity with: (1) with the 1940 ActAct and all rules and regulations thereunder, the Investment Advisers Act of 1940, as amended (“Advisers Act”), the Internal Revenue Code of 1986, as amended (“"Code”), ") and all other applicable lawsfederal and state laws and regulations, rules and with any applicable procedures adopted by the Trustees. The Sub-Adviser also will provide to the Trust such information and assurances (including sub-certifications) as the Adviser may reasonably request from time to time in order for the Trust to comply with its disclosure and reporting obligations imposed under applicable federal laws and regulations; (2) the investment objectives, policies and limitations of each Fund as described in its Prospectus and SAI, as such may be amended or supplemented; and (3) all policies, procedures and other directions adopted by the Board;
(ii) manage each of the Funds Fund so that is intended it will qualify, and continue to qualify qualify, as a regulated investment company (“RIC”) under Subchapter M of the Code and regulations issued thereunder so that the Fund so qualifies and will continue to so qualify;
thereunder; (iii) furnish place orders for the purchase and sale of investment for each Fund directly with the issuer or with any broker or dealer in accordance with (I) each Fund's investment objectives and investment program and all applicable policies and procedures described in each Fund's Prospectus and/or Statement of Additional Information, (II) any written policies and procedures adopted by the Trust regarding the such matters, and Board with: (1III) information about developments materially affecting the investments and/or portfolio of each Fundwith all applicable legal requirements; (2iv) such periodic and special reports regarding each of furnish to the Funds and any Sub-Adviser (as defined in Section 3 below) as Trust or the Board may reasonably request; and (3) such Adviser, or cause to be furnished, whatever statistical information as the Board Trust or the Adviser may reasonably request with respect to the each Fund's assets or investments contemplated investments.
(v) keep the Trust, the Trustees and the Adviser informed of developments materially affecting each Fund;
's portfolio and shall, when requested meet quarterly with the Trustees to explain its activities. Further, on the Sub- Adviser's own initiative, furnish to the Trust and the Adviser from time to time whatever information the Sub-Adviser believes appropriate for this purpose; (ivvi) make available to the Trust Trust's Administrator, Sub-Administrator, the Fund Accounting Agent, the Adviser and its administrator or other agentthe Trust, promptly upon their request, such copies of the Adviser’s its investment records and ledgers with respect to each Fund as may be required to assist the Administrator, Sub-Administrator, the Fund Accounting Agent, the Adviser and the Trust in its their compliance with applicable laws, rules laws and regulations;
. The Sub-Adviser will furnish the Trustees with such periodic and special reports regarding each Fund and any sub-Adviser as they may reasonably request. In addition, the Sub-Adviser will furnish to the Board of Trustees, the Adviser and third-party data reporting services all currently available standardized performance information and other customary data; (vvii) immediately notify in writing the Trust in the event that the Sub-Adviser or any of its affiliates affiliates: (I) becomes aware that the Adviser is: (1) it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as investment adviser pursuant to this Agreement; or (2II) becomes aware that it is the subject of an investigation, administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) SEC or any other regulatory authority; or (3) a party . The Sub-Adviser further agrees to any litigation that may be material to one or more of the Funds;
(vi) immediately notify the Trust immediately of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Funds that is not contained in the Trust’s 's Registration StatementStatement regarding each Fund, or any amendment or supplement thereto, but that is required to be disclosed thereinthereon, and of any statement contained therein that is or becomes untrue in any material respect;
(vii) make available, without expense to the Funds, the service of the Adviser’s directors, officers and employees to be duly elected or appointed officers of the Trust, subject to their individual consent to serve and to any limitations imposed by laws, rules or regulations;
; (viii) provide in providing investment advice to each Fund, use no inside information that may be in its possession or in the Trust or possession of any of its affiliates, nor will the Board Sub-Adviser seek to obtain any such information and assurances (including certifications and sub-certifications) as the Trust or the Board may reasonably request from time to time in order to assist the Trust or the Board in complying with applicable laws, rules and regulations, including requirements in connection with the preparation and/or filing of the Funds’ Form N-CSRs and Form N-Qs;
information; (ix) assist as requested in determining the fair value of portfolio securities when market quotations are not readily available (including making knowledgeable personnel consult with any other sub-adviser of the Adviser available for discussions Trust (if any), or with the Board and/or sub-adviser to any fair valuation committee appointed other investment company (or separate series thereof) managed by the Board upon reasonable requestAdviser concerning each Fund's transactions in securities or other assets, obtaining bids except for purposes of complying with the conditions of Rule 12d3-1(a) and offers or quotes from broker-dealers or market-makers with respect (b) under the 1940 Act; and (x) vote proxies related to securities held by the Funds in the best interest of each Fund and providing information upon request on valuations the Adviser has determined of securities also held by other clients of the Adviser), for the purpose of calculating each Fund’s net asset value in accordance with the procedures Trust's Proxy Voting Policies and methods established by Procedures and the Board; andSub-Adviser's Proxy Voting Policies and Procedures as they may exist from time to time.
(xe) meet with will promptly notify the Board Trust in writing of the occurrence of any of the following events: (i) the Sub-Adviser fails to explain be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which such Sub-Adviser is required to be registered as an investment adviser in order to perform its activities obligations under this Agreement; (ii) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at such times and places as law or in equity, before or by any court, public board or body, involving the Board may reasonably requestaffairs of the Trust; and/or (iii) the chief executive officer or controlling partner of the Sub-Adviser or the portfolio manager of any Fund changes or there is otherwise an actual change in control or management of Adviser.
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