Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof: (a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Maxim Series Fund Inc), Sub Advisory Agreement (Orchard Series Fund)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B D hereof:
(a1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Portfolios for approval, modification, or rejection by the Adviser and Board;
(2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; , as set forth in the Fund’s Registration Statement;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c3) seek out specific investment opportunities for the Portfolios consistent with an overall the investment plan approved by the Adviser and the Board; plan;
(d4) take such steps as are necessary to implement any overall the investment plan approved by the Board for the Portfolios Portfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and Portfolios, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f5) communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; commitments;
(g6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) 8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios as required to be maintained by Sub-adviser; applicable law and this Agreement;
(j9) arrange with the Adviser an administrative process acceptable to the Adviser and Sub-adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held Portfolios by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreementadviser, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully not be responsible for all providing fund administration services, such services in accordance with as fund accounting and tax services, to the extent provided Portfolios;
(10) provide such information reasonably requested by this Agreement. It is understood that the Adviser for compliance and regulatory matters, including but not limited to any information or recommendation supplied by material changes to the Sub-adviser’s Compliance Policies and Procedures and Code of Ethics;
(11) meet the terms of and cooperate in regular inspections of the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser as reasonably requested from time to time by the Adviser; and
(12) the Sub-adviser will vote all proxies received in connection accordance with the PortfoliosSub-adviser's proxy voting policy. The Adviser will continue shall instruct the Portfolios' custodian to provide all of the services described in the MCM Agreement other than the services described above which have been delegated forward or cause to be forwarded to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationall relevant proxy solicitation materials.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Great-West Funds Inc), Sub Advisory Agreement (Maxim Series Fund Inc)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the PortfoliosPortfolio; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationPortfolio.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Maxim Series Fund Inc), Sub Advisory Agreement (Maxim Series Fund Inc)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B D hereof:
(a1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Portfolios for approval, modification, or rejection by the Adviser and Board;
(2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; , as set forth in the Fund’s Registration Statement;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c3) seek out specific investment opportunities for the Portfolios consistent with an overall the investment plan approved by the Adviser and the Board; plan;
(d4) take such steps as are necessary to implement any overall the investment plan approved by the Board for the Portfolios Portfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and Portfolios, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f5) communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; commitments;
(g6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) 8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios as required to be maintained by Sub-adviser; applicable law and this Agreement;
(j9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the PortfoliosPortfolios by Sub-adviser;
(10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-adviser’s Compliance Policies and Procedures and Code of Ethics;
(11) meet the terms of and cooperate in regular inspections of the Sub-adviser by the Adviser as requested from time to time by the Adviser; and
(k12) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, may act as the Portfolio’s proxy voting agent directly or Sub-adviser may, may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio in accordance with the proxy voting policies and procedures of Sub-adviser as provided to the extent it deems appropriate Portfolio and subject to compliance with the requirements of applicable laws and regulationsAdviser, and upon receipt of written approval of the Fundprovided, make use of its affiliated companieshowever, if anythat in either case, and their employees; provided that the Sub-adviser shall supervise and remain fully be responsible for voting all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all proxies on behalf of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this AgreementPortfolio. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Great-West Funds Inc), Sub Advisory Agreement (Great-West Funds Inc)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Maxim Series Fund Inc), Sub Advisory Agreement (Maxim Series Fund Inc)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B D hereof:
(a1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Portfolios for approval, modification, or rejection by the Adviser and Board;
(2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; , as set forth in the Fund’s Registration Statement;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c3) seek out specific investment opportunities for the Portfolios consistent with an overall the investment plan approved by the Adviser and the Board; plan;
(d4) take such steps as are necessary to implement any overall the investment plan approved by the Board for the Portfolios Portfolios, including (i) making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, (ii) management of investments and any other property of the Portfolios and excluding cash, which the Adviser will manage, (iii) providing or obtaining such services as may be necessary in managing, (iv) acquiring or disposing of investments, and (v) consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f5) communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; commitments;
(g6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) 8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios as required to be maintained by Sub-adviser; applicable law and this Agreement;
(j9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the PortfoliosPortfolios by Sub-adviser;
(10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-adviser’s Compliance Policies and Procedures and Code of Ethics;
(11) meet the terms of and cooperate in regular inspections of the Sub-adviser by the Adviser as requested from time to time by the Adviser; and
(k12) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Great-West Funds Inc), Sub Advisory Agreement (Great-West Funds Inc)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Sub Adviser, the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate is reasonable or as may otherwise be required by this Agreement with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser what Adviser reasonably determines and advises Sub-Adviser to be adequate and timely information on investment related activity within the PortfoliosPortfolio, including, but not limited to purchases, sales and contractual commitments ; ;
(gf) seek to arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(hg) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(ih) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(ji) arrange with the Adviser an administrative process acceptable to Adviser and Sub Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the Portfolios; Portfolio;
(kj) vote all shares held by the PortfoliosPortfolio;
(n) provide such information as requested by the Adviser for compliance and regulatory matters, including, but not limited to, any changes to the Sub-adviser’s Compliance Policies and Procedures and Code of Ethics; and
(o) meet the terms of and cooperate in reasonable regular inspections of the Sub-adviser by the Adviser as requested from time to time by Adviser. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Sub Adviser, the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate is reasonable or as may otherwise be required by this Agreement with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser what Adviser reasonably determines and advises Sub-Adviser to be adequate and timely information on investment related activity within the PortfoliosPortfolio, including, but not limited to purchases, sales and contractual commitments ; commitments;
(gf) seek to arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(hg) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the PortfoliosPortfolio; (i{h) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(ji) arrange with the Adviser an administrative process acceptable to Adviser and Sub Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the Portfolios; Portfolio;
(kj) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all Portfolio;
(k) provide such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only requested by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated for compliance and regulatory matters, including, but not limited to, any changes to the Sub-adviser in this Agreement. If, in the judgment adviser’s Compliance Policies and Procedures and Code of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.Ethics; and
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations (a) Subject to assist in managing the general supervision of the Board and the Adviser, the Sub-adviser shall provide a continuous and discretionary investment program for the Account and reinvestment determine the composition of the assets of the PortfoliosAccount, including determination of the purchase, retention or sale of the securities, cash and other investments for the Account. In performing these duties, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(ai) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment strategies and policies of the Portfolios; Fund as set forth in the Registration Statement;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (cii) seek out and implement specific investment opportunities for the Portfolios opportunities, consistent with an overall any investment plan approved by strategies and policies of the Adviser and Fund as set forth in the Board; Registration Statement;
(diii) take such steps as are necessary to implement any overall investment plan approved by strategies and policies of the Board for Fund as set forth in the Portfolios Registration Statement, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statementinvestments, management of managing investments and any other property of the Portfolios Account, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(eiv) regularly report to the Adviser and the Board with respect to the implementation of any the approved overall investment plan strategy and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to Account, including furnishing, within 60 days after the Adviser adequate end of each calendar quarter, a statement of all purchases and timely information on investment related activity within sales during the Portfolios, including, but not limited to purchases, sales quarter and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale a schedule of investments or and other assets of the Portfolios for the appropriate delivery Account as of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation end of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; quarter;
(iv) maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets for the Account;
(vi) provide such information as is reasonably requested to assist in the determination of the Portfolios 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.
(b) The 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 Sub- adviser or be maintained by required to approve the selections or decisions, or to confirm their compliance with applicable investment policies and restrictions based upon its books and records with respect to the Account, these responsibilities being within the duties of the Sub-adviser; .
(jc) arrange The 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 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 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 Sub-adviser with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Sub-adviser will be entitled to rely on all documents furnished by the Adviser.
(d) The Sub-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 other successor provision. Except as instructed by the Board or the Adviser, the 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 portfolio securities shall be exercised. Should the Board at any time make any determination as to investment policy and notify the Sub-adviser thereof, the 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 Adviser an administrative process which permits the Adviser to appropriately reflect acquisition or disposition of securities described in its daily determination of unit valuesSection 2.1(a) (iii), the transactions, positions and obligations Sub-adviser may place orders for the purchase or sale of Account investments for the account of the Portfolios resulting from Fund with brokers, dealers or other intermediaries selected by it and, to that end, the investment management services provided Sub-adviser is authorized as an agent of the Fund to give instructions to the Portfolios; (k) vote all shares held by custodian of the PortfoliosFund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the rendering selection of brokers or dealers and the placing of purchase and sale orders with respect to assets of the services required to be provided by the Sub-adviser under this AgreementAccount, the Sub-adviser mayis 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, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations1940 Act, and upon receipt other applicable provisions of written approval law, the 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 Fundcircumstances, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise may also take into consideration research and remain fully responsible for all such statistical information and wire and other quotation or brokerage services in accordance with or products provided by brokers and dealers to the extent Adviser and Sub-adviser. The Sub-adviser is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the 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 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 AgreementAgreement or otherwise. It is understood that any information or recommendation supplied The Sub-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 Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential 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 for use only other accounts (collectively, “Advisory Clients”) managed by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to or the Sub-adviser to the Fund, provided that: (i) the Adviser or 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 Agreementregard taken by the Securities and Exchange Commission or its staff through releases, “no-action” letters, or otherwise; and (ii) the Sub-adviser’s policies with respect to the aggregation of orders for multiple Advisory Clients have been previously submitted to the Adviser.
(h) The Sub-adviser 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. IfUnder no circumstances may the Trust, the Adviser, the Sub-adviser, SEI Investments Global Funds Services or any affiliates of such parties act as principal in a securities transaction with the judgment 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 Sub-adviser shall inform the Adviser and the Board on a current basis of changes in investment strategy or tactics or the key personnel of the Sub-adviser. It shall also be the duty of the Sub-adviser 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 Article 7.
(j) The 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 Sub-adviser acknowledges and agrees that (i) the names “City National Rochdale” and “City National Rochdale Funds” are the property of the Adviser, and (ii) the Sub- adviser will publicly disseminate information concerning the Fund and the Trust only if such information has been approved in advance by the Trust. Sub-Adviser hereby grants the Adviser and the Trust a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty- free license to use the X. XXXX PRICE trademark, X. XXXX PRICE INVEST WITH CONFIDENCE design xxxx, and the Bighorn Sheep design xxxx, as provided by Sub-Adviser (“Sub-Adviser Trademarks”) in the Advisor’s or Trust’s public filings, offering materials, advertising and promotional materials, press releases, and other materials related to the Fund solely to indicate that sub-advisory services are being furnished by Sub-Adviser (or an affiliate thereof), during the Term, subject to the restrictions herein and any ongoing instructions of Sub-Adviser, including applicable brand guidelines and disclosure language. Any other use not stated in this Agreement requires the prior written approval of Sub-Adviser. The Adviser’s and the Trust’s use of the Sub-Adviser Trademarks will inure to the benefit of Sub-Adviser. The Adviser acknowledges Sub-Adviser’s and its affiliates’, as applicable, sole and exclusive rights in and to the Sub-Adviser Trademarks and the goodwill pertaining thereto, and shall not challenge or threaten to challenge or assist in any challenge to the exclusivity or validity of Sub-Adviser’s and its affiliates’ rights in and to the Sub-Adviser Trademarks or do anything inconsistent with Sub- Adviser's and its affiliates’ ownership of the Sub-Adviser Trademarks. On request, the Portfolios would be benefited Adviser shall promptly provide evidence of its use of the Sub-Adviser Trademarks in compliance with this Agreement and make any amendments to its use deemed necessary by supplemental investment research from other persons Sub-Adviser.
(l) The Sub-adviser 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 foreign country, entity, or individual that (i) is included on any list of blocked countries, entities, outside or individuals maintained by the context U.S. Treasury Department’s Office of brokerage transactions referred Foreign Assets Control (“OFAC”), or (ii) is otherwise a subject of economic sanctions administered and enforced by OFAC, within the Department of Treasury, which may be amended from time to in Article IV hereoftime. Pursuant to this representation, the Sub-adviser has policies and procedures to ensure compliance with OFAC sanctions or recent Department of Treasury actions and to identify any potential transactions with OFAC exposure. The Sub-adviser also agrees to implement promptly any instruction from the Adviser to prohibit or terminate any investment in a foreign country or with a certain entity, to enable compliance with OFAC sanctions or recent Department of Treasury actions.
(m) On an annual basis the Sub-adviser will certify to the Adviser that the representations in Section 2.1(l) are true and correct.
(n) The Sub-adviser may delegate any of its duties and obligations hereunder to any affiliated person, as such term is authorized defined in the 1940 Act, that is eligible to obtainserve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board, which may not be materially amended without prior written approval of the Adviser and the Board, and pay at which provides for its own expenseautomatic termination in the event this Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Sub-adviser shall be liable to the Adviser and the Fund for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegee utilized hereunder as if such delegee were a party hereto. The Sub-adviser shall be solely responsible for compensating any delegee for services rendered, and neither the Adviser nor the Fund may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegee. In rendering certain non-investment advisory services related to fulfilling requirements under this Agreement, Sub-adviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Fund within the meaning of the 1940 Act. Sub-adviser shall remain liable to Adviser for the performance of Sub-adviser’s obligations hereunder, to extent specified in the Liability and Indemnification provision of this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Sub-Adviser for such informationservices.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (City National Rochdale Funds)
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out out, present and recommend specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statementinvestments, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) daily communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all required records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; Portfolio;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationPortfolio.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the PortfoliosPortfolio. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM GW Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Sub Adviser, the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate is reasonable or as may otherwise be required by this Agreement with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser what Adviser reasonably determines and advises Sub-Adviser to be adequate and timely information on investment related activity within the PortfoliosPortfolio, including, but not limited to purchases, sales and contractual commitments ; commitments;
(gf) seek to arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(hg) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.Portfolio;
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all required records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; Portfolio;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the PortfoliosPortfolio. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, companies and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited benefitted by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized after consultation with the Adviser to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM GW Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the FundMaxim's Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the PortfoliosPortfolio; and
(k) vote assist in the coordination of all shares held by matters relating to the Portfoliosfunctions of the custodian of the Portfolio, including the delivery of oral and written instructions to such custodian in connection with the services of Sub-adviser described herein. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the FundMaxim, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM GW Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information. All assets of the Portfolio will be held by the Custodian. The Sub-adviser will not hold or take responsibility for any money or assets belonging to the Adviser or to Maxim or to the Portfolio.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) initially and on a periodic basis thereafter, consult with the Adviser and with the Board and furnish to the Adviser and the Board board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; Portfolios;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are reasonably necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be reasonably necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to investment related activity within the Portfolios (including, but not limited to, purchases, sales and contractual commitments), the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to to, purchases, sales and contractual commitments ; commitments;
(g) arrange with the applicable broker broker, dealer, bank, futures commission merchant or dealer other firm dealing in securities at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; asset (it being understood that, consistent with Article IX below, Sub-adviser shall not be responsible for delivery or liable for the acts and omissions of any such parties);
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required under applicable law or this Agreement to be maintained by Sub-adviser; adviser (it being understood that Sub-adviser does not retain, and shall not be responsible for maintaining, broker confirmations or statements);
(j) arrange with the Adviser an a reasonable administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; and
(kh) unless otherwise directed by the Adviser or the Fund in writing, vote all shares held by the Portfolios. Adviser shall from time to time provide Sub-Adviser with such reasonable documentation of Adviser’s acceptance of Sub-Adviser’s proxy voting policies and guidelines as Sub-Adviser may reasonably request. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the FundFund (if required under applicable law), make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above herein which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions exercising full discretion to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, Portfolio including, but not limited to to, purchases, sales and contractual commitments ; commitments;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the Portfolios. Portfolio;
(I) provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, but not limited to, any material changes to the Sub-adviser’s Compliance Policies and Procedures and Code of Ethics that are likely to affect the Portfolio or Sub- adviser’s performance under this Agreement; and
(m) cooperate in annual due diligence inspections of the Sub-adviser by the Adviser as reasonably requested by Adviser.
(n) In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; 1
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the PortfoliosPortfolios in accordance with Sub-adviser's policies and procedures, and such policies and procedures shall be submitted at least annually to Adviser together with applicable voting information. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It All information furnished by one party to the other party (including their respective agents, employees and representatives) hereunder shall be treated as confidential and shall not be disclosed to third parties, except if it is understood otherwise in the public domain or, with notice to the other party, as may be necessary to comply with applicable laws, rules, regulations, subpoenas or court orders. Without limiting the foregoing, the Adviser acknowledges that the securities holdings of the Portfolios constitute information of value to the Sub-adviser, and agrees (1) not to use for any purpose, other than for the Adviser or the Portfolios, or their agents, to supervise or monitor the Sub-adviser, the holdings or trade-related information of the Portfolios; and (2) not to disclose the Portfolios' holdings, except: (a) as required by applicable law or recommendation regulation; (b) as required by state or federal regulatory authorities; (c) to the Board, counsel to the Board, counsel to the Portfolios, the independent accountants and any other agent of the Company; or (d) as otherwise agreed to by the parties in writing. Further, the Adviser and Fund agree that information supplied by the Sub-adviser adviser, including approved lists, internal procedures, compliance procedures and any board materials, is valuable to the Sub-adviser, and Adviser and Fund agree not to disclose any of the information contained in connection with such materials, except: (i) as required by applicable law or regulation; (ii) as required by state or federal regulatory authorities; (iii) to the performance Board, counsel to the Board, counsel to the Company, the independent accountants and any other agent of its obligations hereunder is the Portfolios; or (iv) as otherwise agreed to be regarded as confidential and for use only by the Adviser parties in connection with the Portfolioswriting. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, Portfolio including, but not limited to to, purchases, sales and contractual commitments commitments; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the PortfoliosPortfolio; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the PortfoliosPortfolio; (k) vote all shares held by the Portfolios. Portfolio; (l) provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, but not limited to, any material changes to the Sub-adviser's Compliance Policies and Procedures and Code of Ethics that are likely to affect the Portfolio or Sub-adviser's performance under this Agreement; and (m) cooperate in annual due diligence inspections of the Sub-adviser by the Adviser as reasonably requested by Adviser.
(n) In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, ,the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the PortfoliosPortfolio. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of expenses that will be borne directly by the Portfolios resulting from the and which are incurred as a result of providing investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of expenses that will be borne directly by the Portfolios resulting from the and which are incurred as a result of providing investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM GW Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the PortfoliosPortfolio. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit net asset values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios; (l) shall not be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. Sub-adviser shall not be responsible for the preparation or filing of any reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing; (m) open and maintain brokerage accounts and other accounts Sub-adviser deems advisable to allow for the purchase or sale of various forms of securities pursuant to this Agreement; n) have no responsibility to monitor certain limitations or restrictions, including without limitation, the 90%-source test. All such monitoring shall be the responsibility of Adviser. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; commitments;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios;
(l) provide such information as requested by the Adviser for compliance and regulatory matters, including, but not limited to, any changes to the Sub-adviser’s Compliance Policies and Procedures, Code of Ethics; and
(m) meet the terms of and cooperate in regular inspections of the Sub-adviser by the Adviser as requested from time to time by Adviser. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information. Proxies may not always be received by the Sub-adviser or, if received, may be received too late for the Sub-adviser to take action thereon. Also, proxies relating to certain non-US issuers may require the Sub-adviser to forgo control of such securities during a period of time prior to the vote, and, in such cases, the Sub-adviser may in its discretion abstain from voting. Accordingly, the Sub-adviser agrees to use its best efforts in connection with voting or abstaining from voting proxies.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit net asset values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios; (l) shall not be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. Sub-adviser shall not be responsible for the preparation or filing of any reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing; (m) open and maintain brokerage accounts and other accounts Sub-adviser deems advisable to allow for the purchase or sale of various forms of securities pursuant to this Agreement; (n) have no responsibility to monitor certain limitations or restrictions, including without limitation, the 90%-source test. All such monitoring shall be the responsibility of Adviser. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; (g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; (j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the PortfoliosPortfolios in accordance with Sub-adviser's policies and procedures, and such policies and procedures shall be submitted at least annually to Adviser together with applicable voting information. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It All information furnished by one party to the other party (including their respective agents, employees and representatives) hereunder shall be treated as confidential and shall not be disclosed to third parties, except if it is understood otherwise in the public domain or, with notice to the other party, as may be necessary to comply with applicable laws, rules, regulations, subpoenas or court orders. Without limiting the foregoing, the Adviser acknowledges that the securities holdings of the Portfolios constitute information of value to the Sub-adviser, and agrees (1) not to use for any purpose, other than for the Adviser or the Portfolios, or their agents, to supervise or monitor the Sub-adviser, the holdings or trade-related information of the Portfolios; and (2) not to disclose the Portfolios' holdings, except: (a) as required by applicable law or recommendation regulation; (b) as required by state or federal regulatory authorities; (c) to the Board, counsel to the Board, counsel to the Portfolios, the independent accountants and any other agent of the Company; or (d) as otherwise agreed to by the parties in writing. Further, the Adviser and Fund agree that information supplied by the Sub-adviser adviser, including approved lists, internal procedures, compliance procedures and any board materials, is valuable to the Sub-adviser, and Adviser and Fund agree not to disclose any of the information contained in connection with such materials, except: (i) as required by applicable law or regulation; (ii) as required by state or federal regulatory authorities; (iii) to the performance Board, counsel to the Board, counsel to the Company, the independent accountants and any other agent of its obligations hereunder is the Portfolios; or (iv) as otherwise agreed to be regarded as confidential and for use only by the Adviser parties in connection with the Portfolioswriting. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) initially and on a periodic basis thereafter, consult with the Adviser and with the Board and furnish to the Adviser and the Board board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; Portfolios;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are reasonably necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be reasonably necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to investment related activity within the Portfolios (including, but not limited to, purchases, sales and contractual commitments), the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to to, purchases, sales and contractual commitments ; commitments;
(g) arrange with the applicable broker broker, dealer, bank, futures commission merchant or dealer other firm dealing in securities at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; asset (it being understood that, consistent with Article IX below, Sub-adviser shall not be responsible for delivery or liable for the acts and omissions of any such parties);
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required under applicable law or this Agreement to be maintained by Sub-adviser; adviser (it being understood that Sub-adviser does not retain, and shall not be responsible for maintaining, broker confirmations or statements);
(j) arrange with the Adviser an a reasonable administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; and
(kh) unless otherwise directed by the Adviser or the Fund in writing, vote all shares held by the Portfolios. Adviser shall from time to time provide Sub-Adviser with such reasonable documentation of Adviser’s acceptance of Sub-Adviser’s proxy voting policies and guidelines as Sub-Adviser may reasonably request. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the FundFund (if required under applicable law), make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above herein which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions exercising full discretion to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, Portfolio including, but not limited to to, purchases, sales and contractual commitments ; commitments;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.Portfolio;
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; (b) initially and on a periodic basis thereafter, consult with the Adviser and with the Board and furnish to the Adviser and the Board board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the BoardPortfolios; (c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; (d) take such steps as are reasonably necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolios, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be reasonably necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; (e) regularly report to the Adviser and the Board with respect to investment related activity within the Portfolios (including, but not limited to, purchases, sales and contractual commitments), the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to to, purchases, sales and contractual commitments commitments; (g) arrange with the applicable broker broker, dealer, bank, futures commission merchant or dealer other firm dealing in securities at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other assetasset (it being understood that, consistent with Article IX below, Sub-adviser shall not be responsible for delivery or liable for the acts and omissions of any such parties) ; (h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; (i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required under applicable law or this Agreement to be maintained by Sub-adviseradviser (it being understood that Sub-adviser does not retain, and shall not be responsible for maintaining, broker confirmations or statements);; (j) arrange with the Adviser an a reasonable administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; and (kh) unless otherwise directed by the Adviser or the Fund in writing, vote all shares held by the Portfolios. Adviser shall from time to time provide Sub-Adviser with such reasonable documentation of Adviser's acceptance of Sub-Adviser's proxy voting policies and guidelines as Sub-Adviser may reasonably request. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the FundFund (if required under applicable law), make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above herein which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosFund Account, the Sub-adviser Adviser shall, when appropriate and consistent with the limitations set forth in Section B hereofD hereof and at all times at the absolute discretion of the Sub-Adviser:
(a1) consult with the Adviser and the Board and furnish to the Adviser and the Board recommendations with respect to an investment plan for the Fund Account for approval, modification, or rejection by the Adviser and Board;
(2) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Fund Account, as set forth in the Fund’s Registration Statement;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; (c3) seek out specific investment opportunities for the Portfolios Fund Account consistent with an overall the investment plan approved by the Adviser and the Board; plan;
(d4) take such steps as are necessary to implement any overall the investment plan approved by the Board for the Portfolios Fund Account, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's ’s Registration Statement, management of investments and any other property of the Portfolios and Fund Accounts, providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, and consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f5) communicate as appropriate to the Adviser adequate and timely information on investment investment-related activity within the PortfoliosFund Account, including, but not limited to purchases, sales and contractual commitments ; commitments;
(g6) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Fund Account for the appropriate delivery of the investment or other asset; ;
(h7) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Fund Account;
(i) 8) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Fund Account as required to be maintained by Sub-adviser; applicable law and this Agreement;
(j9) arrange with the Adviser an administrative process acceptable to the Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Fund Account resulting from the investment management services provided to the PortfoliosFund Account by Sub-Adviser;
(10) provide such information reasonably requested by the Adviser for compliance and regulatory matters, including but not limited to any changes to the Sub-Adviser’s Compliance Policies and Procedures and Code of Ethics;
(11) meet the terms of and cooperate in regular inspections of the Sub-Adviser by the Adviser as requested from time to time by the Adviser; and
(k12) vote all shares held by the PortfoliosFund Account in line with Sub-Adviser’s standard voting policy. In connection Any costs associated with voting the rendering of the services required to shares will be provided paid by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationAdviser.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the PortfoliosPortfolio; (b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; (c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Sub Adviser, the Adviser and the Board; (d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate is reasonable or as may otherwise be required by this Agreement with the Adviser; (e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser what Adviser reasonably determines and advises Sub-Adviser to be adequate and timely information on investment related activity within the PortfoliosPortfolio, including, but not limited to purchases, sales and contractual commitments ; ;
(gf) seek to arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; (hg) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the PortfoliosPortfolio; (ih) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; (ji) arrange with the Adviser an administrative process acceptable to Adviser and Sub Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the PortfoliosPortfolio; (kj) vote all shares held by the PortfoliosPortfolio; (k) provide such information as requested by the Adviser for compliance and regulatory matters, including, but not limited to, any changes to the Sub-adviser's Compliance Policies and Procedures and Code of Ethics; and (l) meet the terms of and cooperate in reasonable regular inspections of the Sub-adviser by the Adviser as requested from time to time by Adviser. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statementinvestments, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all required records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; Portfolio;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationPortfolio.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statementinvestments, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio on the day after trade date (trade date plus one);
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all required records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; Portfolio;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; (k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationPortfolio.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions exercising full discretion to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, Portfolio including, but not limited to to, purchases, sales and contractual commitments ; commitments;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process acceptable to Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the Portfolios. Portfolio;
(I) provide such information as reasonably requested by the Adviser for compliance and regulatory matters, including, but not limited to, any material changes to the Sub-adviser's Compliance Policies and Procedures and Code of Ethics that are likely to affect the Portfolio or Sub adviser's performance under this Agreement; and
(m) cooperate in annual due diligence inspections of the Sub-adviser by the Adviser as reasonably requested by Adviser.
(n) In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all required records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; Portfolio;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the PortfoliosPortfolio. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, companies and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited benefitted by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized after consultation with the Adviser to obtain, and pay at its own expense, for such information.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the Portfolios, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; ;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(f) communicate as appropriate to the Adviser adequate and timely information on investment related activity within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; ;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; ;
(i) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; ;
(j) arrange with the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios resulting from the investment management services provided to the Portfolios; ;
(k) vote all shares held by the PortfoliosPortfolios in accordance with Sub-adviser’s policies and procedures, and such policies and procedures shall be submitted at least annually to Adviser together with applicable voting information. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It All information furnished by one party to the other party (including their respective agents, employees and representatives) hereunder shall be treated as confidential and shall not be disclosed to third parties, except if it is understood otherwise in the public domain or, with notice to the other party, as may be necessary to comply with applicable laws, rules, regulations, subpoenas or court orders. Without limiting the foregoing, the Adviser acknowledges that the securities holdings of the Portfolios constitute information of value to the Sub-adviser, and agrees (1) not to use for any purpose, other than for the Adviser or the Portfolios, or their agents, to supervise or monitor the Sub-adviser, the holdings or trade-related information of the Portfolios; and (2) not to disclose the Portfolios’ holdings, except: (a) as required by applicable law or recommendation regulation; (b) as required by state or federal regulatory authorities; (c) to the Board, counsel to the Board, counsel to the Portfolios, the independent accountants and any other agent of the Company; or (d) as otherwise agreed to by the parties in writing. Further, the Adviser and Fund agree that information supplied by the Sub-adviser adviser, including approved lists, internal procedures, compliance procedures and any board materials, is valuable to the Sub-adviser, and Adviser and Fund agree not to disclose any of the information contained in connection with such materials, except: (i) as required by applicable law or regulation; (ii) as required by state or federal regulatory authorities; (iii) to the performance Board, counsel to the Board, counsel to the Company, the independent accountants and any other agent of its obligations hereunder is the Portfolios; or (iv) as otherwise agreed to be regarded as confidential and for use only by the Adviser parties in connection with the Portfolioswriting. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information. The Sub-adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements and any other agreements, documents or instruments the Sub-adviser believes are appropriate or desirable in performing its duties under this Agreement.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio, consistent with an overall investment plan approved by the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio, including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(f) communicate as appropriate to the Adviser adequate the purchases and timely information on investment related activity sales within the Portfolios, including, but not limited to purchases, sales and contractual commitments ; Portfolio;
(g) arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(h) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(i) maintain all required records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios required to be maintained by Sub-adviser; Portfolio;
(j) arrange with the Investment Operations Department of the Adviser an administrative process which permits the Adviser to appropriately reflect in its daily determination of unit values, the transactions, positions expenses that will be borne directly by the Portfolio and obligations which are incurred as a result of the Portfolios resulting from the providing investment management services provided to the Portfolios; Portfolio;
(k) vote all shares held by the Portfolios. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the Portfolios. The Adviser will continue to provide all of the services described in the MCM Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such informationPortfolio.
Appears in 1 contract
Investment Sub-Advisory Services. In carrying out its obligations to assist in managing the investment and reinvestment of the assets of the PortfoliosPortfolio, the Sub-adviser shall, when appropriate and consistent with the limitations set forth in Section B hereof:
(a) perform research and obtain and evaluate pertinent economic, statistical, and financial data relevant to the investment policies of the Portfolios; Portfolio;
(b) consult with the Adviser and with the Board and furnish to the Adviser and the Board recommendations with respect to an overall investment plan for the Portfolios Portfolio for approval, modification, or rejection by the Board; ;
(c) seek out specific investment opportunities for the Portfolios Portfolio consistent with an overall investment plan approved by the Sub Adviser, the Adviser and the Board; ;
(d) take such steps as are necessary to implement any overall investment plan approved by the Board for the Portfolios Portfolio including making and carrying out decisions to acquire or dispose of permissible investments as set forth in the Fund's Registration Statement, management of investments and any other property of the Portfolios Portfolio and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments, consulting as appropriate is reasonable or as may otherwise be required by this Agreement with the Adviser; ;
(e) regularly report to the Adviser and the Board with respect to the implementation of any approved overall investment plan and any other activities in connection with management of the assets of the Portfolios; (f) communicate as appropriate to the Adviser what Adviser reasonably determines and advises Sub-Adviser to be adequate and timely information on investment related activity within the PortfoliosPortfolio, including, but not limited to purchases, sales and contractual commitments ; commitments;
(gf) seek to arrange with the applicable broker or dealer at the time of the purchase or sale of investments or other assets of the Portfolios Portfolio for the appropriate delivery of the investment or other asset; ;
(hg) report monthly in writing to the Adviser and report at least annually in person to the Board with respect to the implementation of the approved investment plan and any other activities in connection with management of the assets of the Portfolios; Portfolio;
(ih) maintain all records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments or other assets of the Portfolios Portfolio required to be maintained by Sub-adviser; ;
(ji) arrange with the Adviser an administrative process acceptable to Adviser and Sub Adviser which permits the Adviser to appropriately reflect in its daily determination of unit valuesnet asset value, the transactions, positions and obligations of the Portfolios Portfolio resulting from the investment management services provided to the Portfolios; Portfolio;
(kj) vote all shares held by the PortfoliosPortfolio;
(k) provide such information as requested by the Adviser for compliance and regulatory matters, including, but not limited to, any changes to the Sub-adviser's Compliance Policies and Procedures and Code of Ethics; and
(l) meet the terms of and cooperate in reasonable regular inspections of the Sub- adviser by the Adviser as requested from time to time by Adviser. In connection with the rendering of the services required to be provided by the Sub-adviser under this Agreement, the Sub-adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies, if any, and their employees; provided that the Sub-adviser shall supervise and remain fully responsible for all such services in accordance with and to the extent provided by this Agreement. It is understood that any information or recommendation supplied by the Sub-adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser in connection with the PortfoliosPortfolio. The Adviser will continue to provide all of the services described in the MCM Advisory Agreement other than the services described above which have been delegated to the Sub-adviser in this Agreement. If, in the judgment of the Sub-adviser, the Portfolios Portfolio would be benefited by supplemental investment research from other persons or entities, outside the context of brokerage transactions referred to in Article IV hereof, the Sub-adviser is authorized to obtain, and pay at its own expense, for such information.
Appears in 1 contract
