Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall: (i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement; (ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board; (iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments; (iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter; (v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account; (vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and (vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter. (b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager. (c) The Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser. (d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. (e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated. (f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. (g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser. (h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board. (i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7. (j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities. (k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 10 contracts
Samples: Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Corporation and Bylaws of the TrustCompany, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account Fund investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust Company or by the Trust Company and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Manager or any affiliates of such parties the Investment Manager act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 7 contracts
Samples: Investment Manager Agreement (Aha Investment Funds Inc), Investment Manager Agreement (Aha Investment Funds Inc), Investment Manager Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law;
(viii) enter into any advisory or sub-advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Adviser's responsibilities (as specified in such advisory or sub-advisory contract) listed above; and
(viiix) not consult with any other sub-adviser monitor the performance of any other portion of the Master Fund or any other series portfolio into which a portfolio of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any may invest substantially all of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterassets.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Fund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a2.2(a) (iiiiv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian custodian(s) of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) that the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 5 contracts
Samples: Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust), Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust), Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law;
(viii) enter into any advisory or sub-advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Adviser’s responsibilities (as specified in such advisory or sub-advisory contract) listed above; and
(viiix) not consult with any other sub-adviser monitor the performance of any other portion of the Master Fund or any other series portfolio into which a portfolio of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any may invest substantially all of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterassets.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's Adviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's each Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a2.2(a) (iiiiv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian custodian(s) of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Adviser’s overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) that the Adviser or Investment Manager's Adviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 5 contracts
Samples: Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust), Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust), Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult with enter into any other advisory or sub-adviser of any other portion advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Fund Adviser's responsibilities (as specified in such advisory or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriteradvisory contract) listed above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Fund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a2.2(a) (iiiiv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian custodian(s) of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) that the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 3 contracts
Samples: Investment Advisory and Management Services Agreement (State Farm Growth Fund Inc), Investment Advisory and Management Services Agreement (State Farm Associates Funds Trusts), Investment Advisory and Management Services Agreement (State Farm Growth Fund Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "“CNI Charter" ” and "“CNI Charter Funds" ” are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 3 contracts
Samples: Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "“CNI Charter" ” and "“CNI Charter Funds" ” are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, bank loans, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the applicable investment policies of the portion of the Fund it manages as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fundapplicable portion of the Fund it manages, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager in writing thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities and bank loans described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the FundAccount . In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the bank loan or security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "“CNI Charter" ” and "“CNI Charter Funds" ” are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, each Fund including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult with enter into any other advisory or sub-adviser of any other portion advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Fund Adviser’s responsibilities (as specified in such advisory or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriteradvisory contract) listed above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's Adviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, appropriate state insurance laws, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that that: (1) each Fund shall comply with Section 817(h) of the Code, and the regulations issued thereunder specifically Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision; (3) each Fund shall comply with any and all applicable state insurance law restrictions on investments, and any changes thereto, that operate to limit or restrict the investments that such Fund may otherwise make. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Trust’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.2(a)(iv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net execution and price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, the 1934 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Adviser’s overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser will periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for the sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other separate accounts or other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) the Adviser or Investment Manager's Adviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Investment Advisory and Management Services Agreement (State Farm Variable Product Trust), Investment Advisory and Management Services Agreement (State Farm Variable Product Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the AdviserBoard, the Investment Manager Adviser shall provide general, overall advice and guidance with respect to the Fund and provide advice and guidance to the Board. In discharging these duties the Adviser shall, through one or more subadvisers engaged by it, provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager Adviser, indirectly through others selected by the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund in accordance with applicable law; and
(viib) not consult with any other sub-adviser of any other portion Notwithstanding the responsibilities of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriterAdviser, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.subadviser(s);
(c) The Investment ManagerAdviser shall consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for the Fund for approval, modification, or rejection by the Board;
(d) The Adviser's and any subadviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(de) The Investment Manager Adviser represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountFund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ef) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Adviser and subadviser(s) may place orders for the purchase or sale of Account portfolio investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is Adviser and subadviser(s) are authorized as agents of the Fund to give instructions to the custodian custodian(s) of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager is Adviser and subadviser(s) are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser and subadviser(s) may select brokers or dealers with which it, the Adviser any subadviser or the Fund is affiliated.
(fg) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser and subadviser(s) may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Managersubadviser(s). The Investment Manager is Adviser and subadviser(s) are also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines Adviser and subadviser(s) determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser and subadviser(s) periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser or a subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gh) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fundsubadviser, provided that: (i) the Adviser or Investment Managera subadviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Investment Management Agreement (Ccma Select Investment Trust), Investment Management Agreement (Ccma Select Investment Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager Subadviser shall provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager Subadviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager Subadviser acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager Subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment ManagerSubadviser.
(c) The Investment ManagerSubadviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager Subadviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Subadviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Subadviser will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager Subadviser represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager Subadviser shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountFund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Subadviser thereof, the Investment Manager Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Subadviser may place orders for the purchase or sale of Account portfolio investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager Subadviser is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager Subadviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Subadviser may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Subadviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerSubadviser. The Investment Manager Subadviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerSubadviser's overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Subadviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager Subadviser to the Fund, provided that: (i) the Adviser or Investment ManagerSubadviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to and approved by the AdviserBoard.
(h) The Investment Manager Subadviser will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Subadviser or any affiliates of such parties the Subadviser act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager Subadviser shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager Subadviser to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Subadvisory Agreement (Ccma Select Investment Trust), Subadvisory Agreement (Ccma Select Investment Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, each Fund including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult enter into any advisory or sub- advisory contract with any other another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Adviser's responsibilities (as specified in such advisory or sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (aadvisory contract) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterlisted above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, appropriate state insurance laws, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that that: (1) each Fund shall comply with Section 817(h) of the Code, and the regulations issued thereunder specifically Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision; (3) each Fund shall comply with any and all applicable state insurance law restrictions on investments, and any changes thereto, that operate to limit or restrict the investments that such Fund may otherwise make. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountTrust's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.2(a)(iv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net execution and price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, the 1934 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser will periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for the sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other separate accounts or other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Investment Advisory and Management Services Agreement (State Farm Variable Product Trust), Investment Advisory and Management Services Agreement (State Farm Variable Product Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "“CNI Charter" ” and "“CNI Charter Funds" ” are the property of City National Bank, (ii) the name "“AHA" ” is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 2 contracts
Samples: Investment Manager Agreement (Cni Charter Funds), Investment Manager Agreement (Cni Charter Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the AdviserBoard, the Investment Manager Adviser shall provide general, overall advice and guidance with respect to each Fund and provide advice and guidance to the Board. In discharging these duties the Adviser shall, through one or more subadvisers engaged by it, provide a continuous and discretionary investment program for the Account each Fund and determine the composition of the assets of the Accounteach Fund, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these duties, the Investment Manager Adviser, indirectly through others selected by the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Accounteach Fund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;each Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viib) not consult with any other sub-adviser of any other portion Notwithstanding the responsibilities of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriterAdviser, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.subadviser(s);
(c) The Investment Manager's Adviser shall consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(d) The Adviser’s and any subadviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Incorporation and Bylaws of the TrustCompany, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Company has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserCompany.
(de) The Investment Manager Adviser represents that it shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account each Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's each Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ef) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Adviser and subadviser(s) may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager is Adviser and subadviser(s) are authorized as agents of the each Fund to give instructions to the custodian custodian(s) of the each Fund as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Accounteach Fund, the Investment Manager is Adviser and subadviser(s) are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser and subadviser(s) may select brokers or dealers with which it, the Adviser any subadviser or the Fund is affiliated.
(fg) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser and subadviser(s) may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Managersubadviser(s). The Investment Manager is Adviser and subadviser(s) are also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines Adviser and subadviser(s) determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Adviser’s overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser and subadviser(s) periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser or a subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gh) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust Company or by the Trust Company and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fundsubadviser, provided that: (i) the Adviser or Investment Manager's a subadviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the each Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the AdviserBoard, the Investment Manager Adviser shall provide general, overall advice and guidance with respect to each Portfolio and provide advice and guidance to the Board. In discharging these duties the Adviser shall, through one or more subadvisers engaged by it, provide a continuous and discretionary investment program for the Account each Portfolio and determine the composition of the assets of the Accounteach Portfolio, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Portfolio. In performing these duties, the Investment Manager Adviser, indirectly through others selected by the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund each Portfolio as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fundeach Portfolio, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Accounteach Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Portfolio, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Portfolio as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;each Portfolio; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund each Portfolio in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or and (b) such other sub-adviser or any Notwithstanding the responsibilities of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that the Adviser, neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.subadviser(s);
(c) The Investment ManagerAdviser shall consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Portfolio for approval, modification, or rejection by the Board;
(d) The Adviser's and any subadviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fundeach Portfolio's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(de) The Investment Manager Adviser represents that it shall make every effort to ensure that the Fund each Portfolio continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account each Portfolio as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Portfolio's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ef) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.1(a)(iii), the Investment Manager Adviser and subadviser(s) may place orders for the purchase or sale of Account portfolio investments for the account of the Fund each Portfolio with brokers or dealers selected by it and, to that end, the Investment Manager is Adviser and subadviser(s) are authorized as agents of the Fund each Portfolio to give instructions to the custodian custodian(s) of the Fund each Portfolio as to deliveries of securities and payments of cash for the account of the Fundeach Portfolio. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Accounteach Portfolio, the Investment Manager is Adviser and subadviser(s) are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser and subadviser(s) may select brokers or dealers with which it, the Adviser any subadviser or the Fund Portfolio is affiliated.
(fg) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser and subadviser(s) may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Managersubadviser(s). The Investment Manager is Adviser and subadviser(s) are also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines Adviser and subadviser(s) determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Portfolio. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser and subadviser(s) periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser or a subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gh) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fundsubadviser, provided that: (i) the Adviser or Investment Managera subadviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fundeach Portfolio, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Management Agreement (CCM Advisors Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Corporation and Bylaws of the TrustCompany, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account Fund investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust Company or by the Trust Company and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to and approved by the AdviserBoard.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Manager or any affiliates of such parties the Investment Manager act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the AdviserBoard, the Investment Manager Adviser shall provide general, overall advice and guidance with respect to each Fund and provide advice and guidance to the Board. In discharging these duties the Adviser shall, through one or more subadvisers engaged by it, provide a continuous and discretionary investment program for the Account each Fund and determine the composition of the assets of the Accounteach Fund, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these duties, the Investment Manager Adviser, indirectly through others selected by the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Accounteach Fund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;each Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viib) not consult with any other sub-adviser of any other portion Notwithstanding the responsibilities of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriterAdviser, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.subadviser(s);
(c) The Investment ManagerAdviser shall consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(d) The Adviser's and any subadviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Incorporation and Bylaws of the TrustCompany, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Company has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserCompany.
(de) The Investment Manager Adviser represents that it shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account each Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Fund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ef) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Adviser and subadviser(s) may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager is Adviser and subadviser(s) are authorized as agents of the each Fund to give instructions to the custodian custodian(s) of the each Fund as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Accounteach Fund, the Investment Manager is Adviser and subadviser(s) are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser and subadviser(s) may select brokers or dealers with which it, the Adviser any subadviser or the Fund is affiliated.
(fg) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser and subadviser(s) may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Managersubadviser(s). The Investment Manager is Adviser and subadviser(s) are also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines Adviser and subadviser(s) determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser and subadviser(s) periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser or a subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gh) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust Company or by the Trust Company and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fundsubadviser, provided that: (i) the Adviser or Investment Managera subadviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the each Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the Account;
Trust; (vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law;
(viii) enter into any advisory or sub-advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Adviser's responsibilities (as specified in such advisory or sub-advisory contract) listed above; and
(viiix) not consult with any other sub-adviser monitor the performance of any other portion of the Master Fund or any other series portfolio into which a portfolio of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any may invest substantially all of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterassets.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-then- current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. Notwithstanding the foregoing provisions of this paragraph (the “paragraph f provisions), the Investment Manager is presently subject to the rules of the Markets in Financial Instruments – Directive 2014/65/EU (“MiFID II”), and pursuant thereto, inter alia, the Investment Manager is strictly prohibited from taking into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Investment Manager, in reaching any decision as to allocations of trades for the Fund (or for any other client). Furthermore, pursuant to MiFID II, the Investment Manager is required to pay separately to receive specific investment research from brokers and dealers, and is strictly prohibited from receiving such specific investment research without payment. Accordingly, at the present time, none of such foregoing provisions of this paragraph are applicable to the Investment Manager, but the Investment Manager may avail itself of such provisions if so availing itself thereto should become lawful and permitted in the future, or should the Investment Manager cease to be subject to the provisions of MiFID II.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
: (i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
; (ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board; (iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
; (iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
; (ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
; (vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the Account;
Trust; (vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
and (viiviii) not consult enter into any advisory or sub- advisory contract with any other another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Adviser's responsibilities (as specified in such advisory or sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (aadvisory contract) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterlisted above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Fund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a2.2(a) (iiiiv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian custodian(s) of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) that the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; . ARTICLE 3 Allocation of Charges and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.Expenses 3.1
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Associates Funds Trusts)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Corporation and Bylaws of the TrustCompany, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager in writing thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account Fund investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, subject to paragraph (f) below, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust Company or by the Trust Company and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Manager or any affiliates of such parties the Investment Manager act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the AdviserBoard, the Investment Manager Adviser shall provide general, overall advice and guidance with respect to each Portfolio and provide advice and guidance to the Board. In discharging these duties the Adviser shall, through one or more subadvisers engaged by it, provide a continuous and discretionary investment program for the Account each Portfolio and determine the composition of the assets of the Accounteach Portfolio, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Portfolio. In performing these duties, the Investment Manager Adviser, indirectly through others selected by the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund each Portfolio as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fundeach Portfolio, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Accounteach Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Portfolio, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Portfolio as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;each Portfolio; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund each Portfolio in accordance with applicable law; and
(viib) not consult with any other sub-adviser of any other portion Notwithstanding the responsibilities of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriterAdviser, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.subadviser(s);
(c) The Investment ManagerAdviser shall consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Portfolio for approval, modification, or rejection by the Board;
(d) The Adviser's and any subadviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fundeach Portfolio's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(de) The Investment Manager Adviser represents that it shall make every effort to ensure that the Fund each Portfolio continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account each Portfolio as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Portfolio's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ef) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Adviser and subadviser(s) may place orders for the purchase or sale of Account portfolio investments for the account of the Fund each Portfolio with brokers or dealers selected by it and, to that end, the Investment Manager is Adviser and subadviser(s) are authorized as agents of the Fund each Portfolio to give instructions to the custodian custodian(s) of the Fund each Portfolio as to deliveries of securities and payments of cash for the account of the Fundeach Portfolio. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Accounteach Portfolio, the Investment Manager is Adviser and subadviser(s) are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser and subadviser(s) may select brokers or dealers with which it, the Adviser any subadviser or the Fund Portfolio is affiliated.
(fg) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser and subadviser(s) may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Managersubadviser(s). The Investment Manager is Adviser and subadviser(s) are also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines Adviser and subadviser(s) determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Portfolio. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser and subadviser(s) periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser or a subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gh) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fundsubadviser, provided that: (i) the Adviser or Investment Managera subadviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fundeach Portfolio, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Management Agreement (CCM Advisors Funds)
Investment Management Services. (aa ) Subject to the general supervision of the Board and the Adviser, the each Investment Manager shall shall, within the investment parameters set out in Schedule 1 (the "Investment Guidelines"), provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the each Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investmentsPermissible Investments (as defined in Schedule 1), managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested upon reasonable notice to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Each Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Each Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), as notified to it from time to time. The Adviser has furnished or will furnish the Investment Manager Managers with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Managers with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Managers will be entitled to rely on all documents furnished by the Adviser, and the Adviser shall notify the Investment Managers if any requirements of these Sections 2.1(c) and 2.1(d) are more restrictive than the Investment Guidelines (in which event the parties shall agree to amend the Investment Guidelines).
(d) The Each Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company "regulated investment company" under Subchapter M of the Code or any successor provisionprovision by performing services in accordance with the Investment Guidelines (however, it is acknowledged that the Investment Managers are responsible for day-to-day management only with respect to the Account), and the Advisor shall notify the Investment Managers as to when the Investment Guidelines need to be amended. Except as instructed by the Board or the Adviser, the Investment Manager Managers shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Managers thereof, the Investment Manager Managers shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedrevoked to the extent that the Investment Managers shall have been notified in writing reasonably in advance.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Managers may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the each Investment Manager is authorized as agents agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is Managers are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement; and each Investment Manager confirms that such Investment Manager's execution policy complies with these policy guidelines. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the each Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstancescircumstances in accordance with the Registration Statement and the Investment Manager's policy, the each Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Each Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the such Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or such Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Periodically, each Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the an Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the an Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser. Alcentra UK will allocate any such transactions conducted by it on a fair and reasonable basis in accordance with the requirements of the FCA Rules. In such cases a more or less favorable price might be obtained than if the order had been executed separately.
(h) The Investment Manager Managers will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) unless permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager Managers shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager Managers to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Each Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning Alcentra UK has categorized the Fund and the Trust only if such information Adviser as a professional client for all purposes of the FCA Rules. The client has been approved the right to request classification as a retail customer. Such a classification would not limit the protections that the client enjoys as a professional client. "FCA Rules" means the rules and guidance contained in advance the Handbook issued by the TrustFCA.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all ail required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration StatementStatement and the Investment Guidelines set forth in Appendix A to this Agreement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Adviser represents and warrants to the Investment Manager that the Fund’s investment restrictions as set forth in the then-current Registration Statement are consistent with and do not otherwise conflict with the requirements of the 1940 Act and the rules, rulings and exemptions thereunder. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a2.1 (a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser. For the avoidance of doubt, the Investment Manager may aggregate orders on behalf of the Trust with an order for other Investment Manager Funds or an order for its own account or the account of an associate. Aggregation may on some occasions operate to the advantage of the Trust and on other occasions to the disadvantage of the Trust.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
(l) The Investment Manager may enter into, make and perform all contracts, agreements and other undertakings as may be necessary or desirable for the proper performance of the Investment Manager’s duties under this Agreement and the Adviser agrees to ratify such contracts, agreements and other undertakings on request.
(m) The Account’s investment restrictions set forth in the Registration Statement and the Investment Guidelines set forth in Appendix A shall not be deemed to have been breached as a result of changes in the price or value of investments (the “Original Investments”) held by the Account brought about through market forces or movements in the market.
(n) In connection with derivative trading undertaken in accordance with Section 2.1(a)(iii), the Investment Manager is only permitted to trade with counterparties that have an International Swaps & Derivatives Association (“ISDA”) Master Agreement with the Fund, which counterparties are listed in Appendix B to this Agreement, or are approved by the Adviser in writing pursuant to Section 9. Upon written consent of the Adviser, the Investment Manager will be permitted to trade pursuant to a long form confirmation which incorporates by reference a deemed ISDA Master Agreement with counterparties selected by the Investment Manager in accordance with all applicable laws and regulations and in accordance with its Best Execution Policy, which is attached to this Agreement as Appendix C.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager, to the extent of its authority and obligations under this Agreement.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort effort, to the extent of its responsibilities hereunder, to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised, provided, however, that the Investment Manager shall have no responsibility for filing claims on behalf of the Fund or for providing advice with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Fund may be entitled to participate as a result of its securities holdings. The Investment Manager’s responsibility, with respect thereto, shall be limited to reasonable cooperation with the custodian of the Account’s assets. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties (a list of which shall be provided by written notice to the Investment Manager from time-to-time) act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section Article 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
(l) The Investment Manager has provided, and the Adviser acknowledges receipt of, the Investment Manager’s Form ADV Parts 1 & 2.
(m) The Adviser acknowledges and agrees that ((1) the name “Wxxxxxx & Rxxx” (the “Mxxx”), in connection with financial services and products is the property of the Investment Manager and/or its affiliates, and 2) the Adviser will publicly disseminate information concerning the Investment Manager only if such information has been approved in advance by the Investment Manager; provided, however, that the Mxxx xxx be included in connection with the identification of the Investment Manager as the sub-adviser to the Fund in any required regulatory filing or other document required by applicable law.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. , In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-then- current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish famish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnelpersonnel material to the Fund. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account Portfolio and determine the composition of the assets of the AccountPortfolio, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountPortfolio. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund Portfolio as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the FundPortfolio, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountPortfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountPortfolio, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Portfolio as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Portfolio; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund Portfolio in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the FundPortfolio's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund Portfolio continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account Portfolio as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountPortfolio's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.1(a)(iii), the Investment Manager may place orders for the purchase or sale of Account portfolio investments for the account of the Fund Portfolio with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund Portfolio to give instructions to the custodian of the Fund Portfolio as to deliveries of securities and payments of cash for the account of the FundPortfolio. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountPortfolio, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund Portfolio is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the AccountPortfolio. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundPortfolio, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundPortfolio, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to and approved by the AdviserBoard.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the FundPortfolio's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Manager or any affiliates of such parties the Investment Manager act as principal in a securities transaction with the Fund Portfolio or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Portfolio Management Agreement (CCM Advisors Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within of each particular transaction, taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Investment Manager, consistent with the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to As mentioned above, in seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "“CNI Charter" ” and "“CNI Charter Funds" ” are the property of City National Bank, Bank and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and non-discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments advice with respect to Policies for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund with respect to Policies as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunitiesopportunities with respect to Policies, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other its activities in connection with management of the assets of the Accountthis Agreement, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales of Policies during the quarter and a schedule of investments and other assets of Policies held in the Account as of the end of the quarter;
(viv) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments Policies for the Account;
(viv) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(viivi) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager Adviser acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or is acting on a non-discretionary basis and that the Adviser will be required to approve any recommendations with respect to Policies that the selections or decisions, or Adviser chooses to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within implement for the duties of the Investment ManagerFund.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement Agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Adviser acknowledges that the Investment Manager represents that it shall make every effort undertakes no responsibility hereunder to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any successor provision, such responsibility being the Adviser’s. Except as instructed by the Board or Upon request of the Adviser, the Investment Manager shall also make decisions recommendations for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities ’s Policies shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), The Adviser will advise the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security Policy specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges insured and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, other relevant terms as reasonably requested by the Investment Manager, SEI Investments Mutual Fund Services or any affiliates . The Adviser shall provide the Investment Manager with such other information regarding the assets of such parties act as principal in a securities transaction with the Fund or any other investment company managed by as the Adviser unless (i) permitted by an exemptive provision, rule or Investment Manager shall reasonably request in order to fulfill its obligations under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Boardthis Agreement.
(if) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(jg) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(kh) The Adviser represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(i) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
(j) The Adviser acknowledges that the Investment Manager’s affiliate, Financial Life Services, LLC, a life settlement provider, is party to a servicing agreement with the Fund and receives separate compensation therefore. The Adviser represents and warrants that it has disclosed such arrangements to the Board and the Fund has disclosed such arrangements in the Registration Statement.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall shall, within the investment parameters set out in Schedule 1 (the “Investment Guidelines”), provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investmentsPermissible Investments (as defined in Schedule 1), managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested upon reasonable notice to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”), as notified to it from time to time. The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser, and the Adviser shall notify the Investment Manager if any requirements of these Sections 2.1(c) and 2.1(d) are more restrictive than the Investment Guidelines (in which event the parties shall agree to amend the Investment Guidelines).
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any successor provisionprovision by performing services in accordance with the Investment Guidelines (however, it is acknowledged that the Investment Manager is responsible for day-to-day management only with respect to the Account), and the Adviser shall notify the Investment Manager as to when the Investment Guidelines need to be amended. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedrevoked to the extent that the Investment Manager shall have been notified in writing reasonably in advance.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement; and the Investment Manager confirms that the Investment Manager’s execution policy complies with these policy guidelines. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstancescircumstances in accordance with the Registration Statement and the Investment Manager’s policy, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser. The Investment Manager will allocate such transactions on a fair and reasonable basis in accordance with the requirements of the FCA Rules. In such cases a more or less favorable price might be obtained than if the order had been executed separately.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager has categorized the Fund and the Adviser as a professional client for all purposes of the FCA Rules. The client has the right to request classification as a retail customer. Such a classification would not limit the protections that the client enjoys as a professional client.
(l) Any complaint about the Investment Manager’s services should be made in writing to the Investment Manager, marked for the attention of the Head of Compliance. Details of the Investment Manager’s internal complaints handling procedure are available upon request. The Adviser does not have a right to complain to the UK’s Financial Ombudsman Service. A statement is available from the Investment Manager describing the rights to compensation under the Financial Services Compensation Scheme, if any, in the event that the Investment Manager is unable to meet its liabilities.
(m) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
(o) The Investment Manager will endeavor to effect currency hedging for the Account’s portfolio on a best efforts basis, but cannot guarantee that at any time that the currency movements of investments held in the Account will be perfectly hedged. The Investment Manager will rely on the Adviser to negotiate, and ensure that there is a line of credit for currency hedging purposes with sufficient capacity available with a U.S. counterparty (or otherwise advise the Investment Manager), and that the Investment Manager will not be responsible for ensuring that such capacity is available at any time. The parties acknowledge that any subsequent loss of such capacity may leave the investments of the Account unhedged from a currency perspective, and this could affect the performance of the Account. The Investment Manager will not be liable in this situation.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, each Fund including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult with enter into any other advisory or sub-adviser of any other portion advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Fund Adviser's responsibilities (as specified in such advisory or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriteradvisory contract) listed above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, appropriate state insurance laws, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that that: (1) each Fund shall comply with Section 817(h) of the Code, and the regulations issued thereunder specifically Regulation Section 1.817- 5, relating to the diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision; (3) each Fund shall comply with any and all applicable state insurance law restrictions on investments, and any changes thereto, that operate to limit or restrict the investments that such Fund may otherwise make. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountTrust's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.2(a)(iv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net execution and price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, the 1934 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser will periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for the sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other separate accounts or other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Variable Product Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the AdviserBoard, the Investment Manager Adviser shall provide general, overall advice and guidance with respect to the Fund and provide advice and guidance to the Board. In discharging these duties the Adviser shall, through one or more subadvisers engaged by it, provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager Adviser, indirectly through others selected by the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund in accordance with applicable law; and
(viib) not consult with any other sub-adviser of any other portion Notwithstanding the responsibilities of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriterAdviser, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.subadviser(s);
(c) The Investment Manager's Adviser shall consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for the Fund for approval, modification, or rejection by the Board;
(d) The Adviser’s and any subadviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Incorporation and Bylaws of the TrustAHA Funds, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser AHA Funds has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserAHA Funds.
(de) The Investment Manager Adviser represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ef) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Adviser and subadviser(s) may place orders for the purchase or sale of Account portfolio investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is Adviser and subadviser(s) are authorized as agents of the Fund to give instructions to the custodian custodian(s) of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager is Adviser and subadviser(s) are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser and subadviser(s) may select brokers or dealers with which it, the Adviser any subadviser or the Fund is affiliated.
(fg) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser and subadviser(s) may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Managersubadviser(s). The Investment Manager is Adviser and subadviser(s) are also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines Adviser and subadviser(s) determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Adviser’s overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser and subadviser(s) periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser or a subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gh) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust AHA Funds or by the Trust AHA Funds and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fundsubadviser, provided that: (i) the Adviser or Investment Manager's a subadviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Management Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment investm~nt strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, each Fund including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult with enter into any other advisory or sub-adviser of any other portion advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Fund Adviser’s responsibilities (as specified in such advisory or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriteradvisory contract) listed above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's Adviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, appropriate state insurance laws, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that that: (1) each Fund shall comply with Section 817(h) of the Code, and the regulations issued thereunder specifically Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision; (3) each Fund shall comply with any and all applicable state insurance law restrictions on investments, and any changes thereto, that operate to limit or restrict the investments that such Fund may otherwise make. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Trust’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.2(a)(iv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net execution and price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, the 1934 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Adviser’s overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser will periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for the sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other separate accounts or other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) the Adviser or Investment Manager's Adviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Variable Product Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult with enter into any other advisory or sub-adviser of any other portion advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Fund Adviser’s responsibilities (as specified in such advisory or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriteradvisory contract) listed above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's Adviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's each Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a2.2(a) (iiiiv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian custodian(s) of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Adviser’s overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) that the Adviser or Investment Manager's Adviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Associates Funds Trusts)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the each Investment Manager shall shall, within the investment parameters set out in Schedule 1 (the “Investment Guidelines”), provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the each Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investmentsPermissible Investments (as defined in Schedule 1), managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested upon reasonable notice to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Each Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Each Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”), as notified to it from time to time. The Adviser has furnished or will furnish the Investment Manager Managers with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Managers with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Managers will be entitled to rely on all documents furnished by the Adviser, and the Adviser shall notify the Investment Managers if any requirements of these Sections 2.1(c) and 2.1(d) are more restrictive than the Investment Guidelines (in which event the parties shall agree to amend the Investment Guidelines).
(d) The Each Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any successor provisionprovision by performing services in accordance with the Investment Guidelines (however, it is acknowledged that the Investment Managers are responsible for day-to-day management only with respect to the Account), and the Advisor shall notify the Investment Managers as to when the Investment Guidelines need to be amended. Except as instructed by the Board or the Adviser, the Investment Manager Managers shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Managers thereof, the Investment Manager Managers shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedrevoked to the extent that the Investment Managers shall have been notified in writing reasonably in advance.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Managers may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the each Investment Manager is authorized as agents agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is Managers are directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement; and each Investment Manager confirms that such Investment Manager’s execution policy complies with these policy guidelines. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the each Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstancescircumstances in accordance with the Registration Statement and the Investment Manager’s policy, the each Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Each Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the such Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or such Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board Board, are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Periodically, each Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the an Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the an Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser. Alcentra UK will allocate any such transactions conducted by it on a fair and reasonable basis in accordance with the requirements of the FCA Rules. In such cases a more or less favorable price might be obtained than if the order had been executed separately.
(h) The Investment Manager Managers will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) unless permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager Managers shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager Managers to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Each Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning Alcentra UK has categorized the Fund and the Trust only if such information Adviser as a professional client for all purposes of the FCA Rules. The client has been approved the right to request classification as a retail customer. Such a classification would not limit the protections that the client enjoys as a professional client. “FCA Rules” means the rules and guidance contained in advance the Handbook issued by the TrustFCA.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
: (i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
; (ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board; (iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
; (iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
; (ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Accounteach Fund, including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
; (vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the Account;
Trust; (vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult enter into any advisory or sub- advisory contract with any other another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Adviser's responsibilities (as specified in such advisory or sub-adviser advisory contract) listed above; and (ix) monitor the performance of any other portion of the Master Fund or any other series portfolio into which a portfolio of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any may invest substantially all of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterassets.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that the each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Accounteach Fund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a2.2(a) (iiiiv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian custodian(s) of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) that the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; . ARTICLE 3 Allocation of Charges and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.Expenses 3.1
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Mutual Fund Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Global Funds Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager Subadviser shall provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager Subadviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager Subadviser acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager Subadviser or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment ManagerSubadviser.
(c) The Investment Manager's Subadviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Incorporation and Bylaws of the TrustAHA Funds, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager Subadviser with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Subadviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Subadviser will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager Subadviser represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager Subadviser shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's Fund’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Subadviser thereof, the Investment Manager Subadviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Subadviser may place orders for the purchase or sale of Account portfolio investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager Subadviser is authorized as agents of the Fund to give instructions to the custodian custodian(s) of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager Subadviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Subadviser may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Subadviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerSubadviser. The Investment Manager Subadviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Subadviser’s overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Subadviser periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Subadviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust AHA Funds or by the Trust AHA Funds and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager a Subadviser to the Fund, provided that: (i) the Adviser or Investment Manager's Subadviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's Adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to and approved by the AdviserBoard.
(h) The Investment Manager Subadviser will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Subadviser or any affiliates of such parties the Subadviser act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager Subadviser shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager Subadviser to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall shall, within the investment parameters set out in Schedule 1 (the “Investment Guidelines”), provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investmentsPermissible Investments (as defined in Schedule 1), managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested upon reasonable notice to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”), as notified to it from time to time. The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser, and the Adviser shall notify the Investment Manager if any requirements of these Sections 2.1(e) and 2.1(d) are more restrictive than the Investment Guidelines (in which event the parties shall agree to amend the Investment Guidelines).
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any successor provisionprovision by performing services in accordance with the Investment Guidelines (however, it is acknowledged that the Investment Manager is responsible for day-to-day management only with respect to the Account), and the Adviser shall notify the Investment Manager as to when the Investment Guidelines need to be amended. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revokedrevoked to the extent that the Investment Manager shall have been notified in writing reasonably in advance.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement; and the Investment Manager confirms that the Investment Manager’s execution policy complies with these policy guidelines. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstancescircumstances in accordance with the Registration Statement and the Investment Manager’s policy, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser. The Investment Manager will allocate such transactions on a fair and reasonable basis in accordance with the requirements of the FCA Rules. In such cases a more or less favorable price might be obtained than if the order had been executed separately.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager has categorized the Fund and the Adviser as a professional client for all purposes of the FCA Rules. The client has the right to request classification as a retail customer. Such a classification would not limit the protections that the client enjoys as a professional client.
(l) Any complaint about the Investment Manager’s services should be made in writing to the Investment Manager, marked for the attention of the Head of Compliance. Details of the Investment Manager’s internal complaints handling procedure are available upon request. The Adviser does not have a right to complain to the UK’s Financial Ombudsman Service. A statement is available from the Investment Manager describing the rights to compensation under the Financial Services Compensation Scheme, if any, in the event that the Investment Manager is unable to meet its liabilities.
(m) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
(n) The Investment Manager will endeavor to effect currency hedging for the Account’s portfolio on a best efforts basis, but cannot guarantee that at any time that the currency movements of investments held in the Account will be perfectly hedged. The Investment Manager will rely on the Adviser to negotiate, and ensure that there is a line of credit for currency hedging purposes with sufficient capacity available with a U.S. counterparty (or otherwise advise the Investment Manager), and that the Investment Manager will not be responsible for ensuring that such capacity is available at any time. The parties acknowledge that any subsequent loss of such capacity may leave the investments of the Account unhedged from a currency perspective, and this could affect the performance of the Account. The Investment Manager will not be liable in this situation.
(o) The Investment Manager represents and warrants that, in connection with this agreement, it will not purchase any securities or financial instruments issued by, or otherwise engage in any transactions with, any country, entity, or individual that (i) is included on any list of blocked countries, entities, or individuals maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or (ii) is otherwise a subject of economic sanctions administered and enforced by the Department of Treasury, which may be amended from time to time. Pursuant to this representation, the Investment Manager is instituting practices to ensure that any potential OFAC exposure is identified. The Investment Manager also agrees to implement promptly any instruction from the Adviser to prohibit or terminate any investment in a country or with a certain entity, to enable compliance with OFAC sanctions or recent Department of Treasury actions.
(p) On an annual basis the Investment Manager will certify to the Adviser that the representations in Section 2.1(o) are true and correct.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within of each particular transaction, taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility and responsiveness to the Investment Manager, consistent with the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to As mentioned above, in seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "“CNI Charter" ” and "“CNI Charter Funds" ” are the property of City National Bank, (ii) the name "“AHA" ” is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager The Adviser shall provide a continuous the Trust with such investment research, advice and discretionary investment program supervision as the latter may from time to time consider necessary for the Account and determine the composition proper supervision of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Accounteach Fund. In performing these dutiesthis regard, the Investment Manager Adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iiiiv) take such steps as are necessary to implement any overall investment strategies approved by the Board for the each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing management of investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(ivv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, each Fund including furnishing, within 60 30 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account each Fund as of the end of the quarter;
(vvi) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the AccountTrust;
(vivii) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the each Fund in accordance with applicable law; and
(viiviii) not consult with enter into any other advisory or sub-adviser of any other portion advisory contract with another affiliated or unaffiliated entity pursuant to which such entity will carry out some or all of the Fund Adviser's responsibilities (as specified in such advisory or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriteradvisory contract) listed above.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment ManagerAdviser's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the each Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, appropriate state insurance laws, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser Trust has furnished or will furnish the Investment Manager Adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Adviser will be entitled to rely on all documents furnished by the AdviserTrust.
(dc) The Investment Manager Adviser represents that it in performing investment advisory services for each Fund, the Adviser shall make every effort to ensure that that: (1) each Fund shall comply with Section 817(h) of the Code, and the regulations issued thereunder specifically Regulation Section 1.817-5, relating to the diversification requirements for variable annuity, endowment, and life insurance contracts, and any amendments or other modifications to such Section or regulations; (2) each Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision; (3) each Fund shall comply with any and all applicable state insurance law restrictions on investments, and any changes thereto, that operate to limit or restrict the investments that such Fund may otherwise make. Except as instructed by the Board or the AdviserBoard, the Investment Manager Adviser shall also make decisions for the Account Trust as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountTrust's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Adviser thereof, the Investment Manager Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(ed) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii2.2(a)(iv), the Investment Manager Adviser may place orders for the purchase or sale of Account portfolio investments for the account of the each Fund with brokers or dealers selected by it and, to that end, the Investment Manager Adviser is authorized as agents the agent of the Fund Trust to give instructions to the custodian of the Fund Trust as to deliveries of securities and payments of cash for the account of the each Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFunds, the Investment Manager Adviser is directed at all times to seek to obtain the best combination of net execution and price and execution under the circumstances within the policy guidelines as determined by the Board and set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, the 1934 Act, and other applicable provisions of law, the Investment Manager Adviser may select brokers or dealers with which it, the Adviser it or the Fund Trust is affiliated.
(fe) In addition to seeking the best combination of net price and execution under the circumstancesexecution, the Investment Manager Adviser may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment ManagerAdviser. The Investment Manager Adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment ManagerAdviser's overall responsibilities with respect to the Accounteach Fund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager Adviser will periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager Adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(gf) Nothing in this agreement shall preclude the aggregation of orders for the sale or purchase of securities or other investments by two or more series Funds of the Trust or by the Trust and other separate accounts or other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the FundAdviser, provided that: (i) the Adviser or Investment ManagerAdviser's actions with respect to the aggregation of orders for multiple Advisory Clients, including the FundTrust, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed and approved by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Advisory and Management Services Agreement (State Farm Variable Product Trust)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager Sub-adviser shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager Sub-adviser shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment strategies and policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by and policies of the BoardFund as set forth in the Registration Statement;
(iii) take such steps as are necessary to implement any overall investment strategies approved by and policies of tire Fund as set forth in the Board for the FundRegistration Statement, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be maybe necessary in managing, acquiring or disposing of investments;
(iv) regularly report report, to the Board with respect to the implementation of any the approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwritertire Trust.
(b) The Investment Manager Sub-adviser acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager Sub- adviser or be required to approve the die selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment ManagerSub-adviser.
(c) The Investment Manager's Sub-adviser’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager Sub-adviser with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager Sub-adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager Sub-adviser will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager Sub-adviser represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company “regulated investment company” under Subchapter M of the Code or any other successor provision. Except as instructed by the Board or the Adviser, the Investment Manager Sub-adviser shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager Sub-adviser thereof, the Investment Manager Sub-adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager Sub-adviser may place orders for the purchase or sale of Account investments for the account of the Fund with brokers brokers, dealers or dealers other intermediaries selected by it and, to that end, the Investment Manager Sub-adviser is authorized as agents an agent of the Fund to give instructions to the die custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the die selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager Sub-adviser is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager Sub- adviser may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager Sub-adviser may also take into consideration research and statistical information and wire and other quotation or brokerage services or products provided by brokers and dealers to the Adviser and Investment ManagerSub-adviser. The Investment Manager Sub-adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager Sub-adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's Sub-adviser’s overall responsibilities with respect to the Account. The Trust’s policies with respect to brokerage allocation, as determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement Agreement or otherwise. The Investment Manager Sub-adviser periodically will evaluate the statistical data, research and other investment services sei-vices provided to it by brokers and dealers. Such services may be used by the Investment Manager Sub-adviser in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement Agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager Sub-adviser to the Fund, provided that: (i) the Adviser or Investment Manager's Sub-adviser’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's Sub-adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager Sub-adviser will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment ManagerSub-adviser, SEI Investments Mutual Fund Global Funds Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act Act, and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager Sub-adviser shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or the key personnelpersonnel of the Sub-adviser. It shall also be the duty of the Investment Manager Sub-adviser to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section Article 7.
(j) The Investment Manager Sub-adviser represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager Sub-adviser acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bankthe Adviser, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager Sub- adviser will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, bank loans, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "Declaration of Trust") and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager in writing thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities and bank loans described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment Manager's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the bank loan or security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI CharterCity National Rochdale" and "CNI Charter City National Rochdale Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts. Notwithstanding the foregoing provisions of this paragraph (the “paragraph f provisions), the Investment Manager is presently subject to the rules of the Markets in Financial Instruments – Directive 2014/65/EU (“MiFID II”), and pursuant thereto, inter alia, the Investment Manager is strictly prohibited from taking into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Investment Manager, in reaching any decision as to allocations of trades for the Fund (or for any other client). Furthermore, pursuant to MiFID II, the Investment Manager is required to pay separately to receive specific investment research from brokers and dealers, and is strictly prohibited from receiving such specific investment research without payment. Accordingly, at the present time, none of such foregoing provisions of this paragraph are applicable to the Investment Manager, but the Investment Manager may avail itself of such provisions if so availing itself thereto should become lawful and permitted in the future, or should the Investment Manager cease to be subject to the provisions of MiFID II.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's ’s custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, and (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account Fund and determine the composition of the assets of the AccountFund, including determination of the purchase, retention or sale of the securities, cash and other investments for the AccountFund. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the AccountFund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the AccountFund, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account Fund as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;Fund; and
(vi) provide such information as is reasonably requested to assist in the determination of determining each business day the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriter.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration Articles of Trust (the "Declaration of Trust") Corporation and Bylaws of the TrustCompany, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration Articles of TrustIncorporation, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account Fund as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the AccountFund's portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account Fund investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the AccountFund, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's overall responsibilities with respect to the AccountFund. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust Company or by the Trust Company and other accounts (collectively, "Advisory Clients") managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "no-action" letters, or otherwise; and (ii) the Investment ManagerAdviser's policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to and approved by the AdviserBoard.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services Manager or any affiliates of such parties the Investment Manager act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 78.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" and "CNI Charter Funds" are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital Association, and (iii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (Aha Investment Funds Inc)
Investment Management Services. (a) Subject to the general supervision of the Board and the Adviser, the Investment Manager shall provide a continuous and discretionary investment program for the Account and determine the composition of the assets of the Account, including determination of the purchase, retention or sale of the securities, bank loans, cash and other investments for the Account. In performing these duties, the Investment Manager shall:
(i) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the applicable investment policies of the portion of the Fund it manages as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall investment strategies approved by the Board for the Fundapplicable portion of the Fund it manages, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of the Account, including furnishing, within 60 days after the end of each calendar quarter, a statement of all purchases and sales during the quarter and a schedule of investments and other assets of the Account as of the end of the quarter;
(v) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the net asset value of the shares of the Fund in accordance with applicable law; and
(vii) not consult with any other sub-adviser of any other portion of the Fund or any other series of the Trust concerning transactions of the Fund or any other series of the Trust in which (a) the Investment Manager of any of its affiliated persons serves as principal underwriter, or (b) such other sub-adviser or any of its affiliated persons serves as principal underwriterTrust.
(b) The Investment Manager acknowledges that neither the Adviser nor its employees shall be required to evaluate the merits of investment selections or decisions made by the Investment Manager or be required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions; , these responsibilities being within the duties of the Investment Manager.
(c) The Investment Manager's ’s services shall be subject always to the control and supervision of the Adviser and the Board, the restrictions of the Agreement and Declaration of Trust (the "“Declaration of Trust"”) and Bylaws of the Trust, as amended from time to time, the provisions of the 1940 Act, the statements relating to the Fund's ’s investment objective or objectives, investment policies and investment restrictions as set forth in the then-current Registration Statement, and any applicable provisions of the Internal Revenue Code of 1986, as amended (the "“Code"”). The Adviser has furnished or will furnish the Investment Manager with copies of the Registration Statement, Declaration of Trust, and Bylaws as currently in effect and agrees during the continuance of this agreement to furnish the Investment Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Investment Manager will be entitled to rely on all documents furnished by the Adviser.
(d) The Investment Manager represents that it shall make every effort to ensure that the Fund continuously qualifies as a Regulated Investment Company under Subchapter M of the Code or any successor provision. Except as instructed by the Board or the Adviser, the Investment Manager shall also make decisions for the Account as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Account's ’s portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Investment Manager in writing thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked.
(e) In connection with the acquisition or disposition of securities and bank loans described in Section 2.1(a) (iii), the Investment Manager may place orders for the purchase or sale of Account investments for the account of the Fund with brokers or dealers selected by it and, to that end, the Investment Manager is authorized as agents of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the Account, the Investment Manager is directed at all times to seek to obtain the best combination of net price and execution under the circumstances within the policy guidelines as set forth in the current Registration Statement. Subject to this requirement and the provisions of the Advisers Act, the 1940 Act, and other applicable provisions of law, the Investment Manager may select brokers or dealers with which it, the Adviser or the Fund is affiliated.
(f) In addition to seeking the best combination of net price and execution under the circumstances, the Investment Manager may also take into consideration research and statistical information and wire and other quotation services provided by brokers and dealers to the Adviser and Investment Manager. The Investment Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Investment Manager's ’s overall responsibilities with respect to the Account. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the Registration Statement. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this agreement or otherwise. The Investment Manager periodically will evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Investment Manager in connection with the performance of its obligations under this agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.
(g) Nothing in this agreement shall preclude the aggregation of orders for sale or purchase of securities or other investments by two or more series of the Trust or by the Trust and other accounts (collectively, "“Advisory Clients"”) managed by the Adviser or the Investment Manager to the Fund, provided that: (i) the Adviser or Investment Manager's ’s actions with respect to the aggregation of orders for multiple Advisory Clients, including the Fund, are consistent with the then-current positions in this regard taken by the Securities and Exchange Commission or its staff through releases, "“no-action" ” letters, or otherwise; and (ii) the Investment Manager's ’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Investment Manager will advise the Adviser and, if instructed by the Adviser, the Fund's custodian on a prompt basis each day by electronic telecommunication or facsimile of each confirmed purchase and sale of a portfolio security specifying the name of the issuer, the full description of the bank loan or security including its class, amount or number of shares of the security purchased or sold, the market price, the commission, government charges and gross or net price, trade date, settlement date and identity of the clearing broker. Under no circumstances may the Trust, the Adviser, the Investment Manager, SEI Investments Mutual Fund Services or any affiliates of such parties act as principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless (i) permitted by an exemptive provision, rule or order under the 1940 Act and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be reported quarterly to the Board.
(i) The Investment Manager shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or key personnel. It shall also be the duty of the Investment Manager to furnish to the Board such information as may reasonably be necessary for the Board to evaluate this agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 7.
(j) The Investment Manager represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities.
(k) The Investment Manager acknowledges and agrees that (i) the names "CNI Charter" “City National Rochdale” and "CNI Charter “City National Rochdale Funds" ” are the property of City National Bank, (ii) the name "AHA" is the property of the American Hospital AssociationAdviser, and (iiiii) the Investment Manager will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust.
Appears in 1 contract
Samples: Investment Manager Agreement (City National Rochdale Funds)
