Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations: a) The Adviser will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the respective investment objective and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the Fund's investment activities. b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for the Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act. c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change. d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser. e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 4 contracts
Samples: Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC")SEC or other applicable regulator, the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
k. The Adviser will not advise or take any action on behalf of the Company in any contemplated or actual legal proceedings, including, but not limited to, bankruptcies, tax reclaims or class actions, involving the issuers of securities held or formerly held by the Company.
l. Unless the Company gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Company’s shareholders, timely direct the Company’s custodian as to how to vote such proxies as may be necessary or advisable in connection with Subchapter M any matters submitted to a vote of shareholders of securities held by the Company and purchased (or otherwise acquired) by the Adviser.
m. To the extent consistent with applicable law and then current SEC positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was 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 the Adviser’s overall responsibilities with respect to the Company and to other clients of the Adviser as to which the Adviser exercises investment discretion.
n. The Adviser shall not be in breach of this Agreement if it treats income derived by the Company as qualifying income under Code Section 851(b)(2) (“Qualifying Income”) for any period prior to the earlier of (i) its receipt of a written instruction from the Company that such income is not to be considered Qualifying Income or (ii) the issuance of a notice, ruling or other pronouncement by the Internal Revenue Code of 1986, as amendedService that such income is not Qualifying Income.
Appears in 4 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) The Adviser will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the respective investment objective and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to will make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and The services by a sub-adviser the Adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the Fund's investment activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for the Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, manage the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 3 contracts
Samples: Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust), Investment Management Agreement (Schwartz Investment Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The b. Notwithstanding anything to the contrary in this Agreement, and subject to the Company’s Charter Documents, the Adviser or one of its affiliates shall, or shall cause in the respective sub-adviser(s) to name of the Company, place orders for the execution of transactions hereunder with or through any broker, dealer, futures commission merchant, bank or any other agent or counterparty, including affiliates of the Adviser, that the Adviser may select in its own discretion.
c. To the extent consistent with applicable law the Adviser may aggregate purchase or sell orders for the Company with purchase or sell orders of other clients of the Adviser or its affiliates made on the same day. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all portfolio transactionstimes, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the name security; price; the size of the Fund transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in accordance with other transactions. Subject to such policies as the policies Company’s Board of Directors may determine and applicable law, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was 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 the Adviser’s overall responsibilities with respect thereto set forth in to the Trust's registration statements under Company and to other clients of the 1940 Act and Adviser or its affiliates as to which the Securities Act of 1933, as such registration statements may be amended from time to time. Adviser or its affiliates exercise investment discretion.
d. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
ce. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) f. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
g. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.d. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon its books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
h. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
i. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
k. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
l. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s and its affiliates’ clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
m. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act and with Subchapter M of or any rules thereunder.
n. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Internal Revenue Code of 1986, as amendedCompany.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. To the extent consistent with applicable law and then current SEC Positions and absent instructions from the Company to the contrary, purchase or sell orders for the Company may be aggregated with contemporaneous purchase or sell orders of other clients of the Adviser. In additionthe selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Company, the Adviser shall seek to obtain for the Company the best execution available. In using its best efforts to obtain for the Company the best execution available, the Adviser, bearing in mind the Company’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of services rendered by the broker or dealer in other transactions. Subject to such policies as the Company and its Board of Directors may determine and applicable law, including any relevant SEC Positions, the Adviser may cause the Company to pay a broker or dealer that provides brokerage and research services to the salaries and feesAdviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if any, the Adviser determines in good faith that such amount of all Trustees, officers and employees commission was reasonable in relation to the value of the Trust who are affiliated personsbrokerage and research services provided by such broker or dealer, as defined viewed in Section 2(a)(3) terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Company and to other clients of the 1940 ActAdviser as to which the Adviser exercises investment discretion.
f. The Adviser and the Company acknowledge that the Adviser is not the compliance agent for the Company, and does not have access to all of the Adviser.
e) The Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser will manage, or will cause has agreed to perform the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply services specified in this Section 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
g. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
h. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
i. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
j. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
k. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder.
l. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Company.
m. The Adviser and with Subchapter M the Company acknowledge that the Adviser is not the tax adviser, compliance, pricing or fund accounting agent for the Portfolio, the Trust, or for Company. Accordingly, each Party agrees that Adviser shall perform such services based upon the records of the Internal Revenue Code Company that it maintains in its ordinary course of 1986business and written instructions received from the Trust, as amendedthe Portfolio or the Company.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. While the parties hereby agree that the Adviser is not primarily responsible for the valuation of the Company’s assets, as the delegate of the Board of Directors of the Company, the Adviser shall provide the Portfolio with information providing the basis for reasonable and good faith fair valuations for any securities or other financial instruments in the Company for which the Adviser deems current market quotations are either not readily available or not reliable. The Adviser will also provide fair valuation information in response to the reasonable inquiry of the Company or the Company’s delegate.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act and with Subchapter M of or any rules thereunder.
k. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Internal Revenue Code of 1986, as amendedCompany.
Appears in 3 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act and with Subchapter M of or any rules thereunder.
k. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Internal Revenue Code of 1986, as amendedCompany.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) The Adviser will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the respective investment objective and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the Fund's investment activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Adviser shall create cause to be created and maintain (or cause the sub-adviser to create and maintain) maintained all necessary brokerage records for the Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, unless otherwise authorized by the Board of Trustees, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Centurion Investment Trust), Investment Advisory Agreement (Centurion Investment Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder, and except that it may consult with Subchapter M of its affiliate, Xxxxxxxx Investment Management North America Limited.
k. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Internal Revenue Code of 1986, as amendedCompany.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust's Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and L of the Internal Revenue Code of 1986, as amended (the "Code") and any directions written instructions which the Manager or the Trust's Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio's shareholders, direct the Portfolio's custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933Registration Statement, as such registration statements Registration Statement may be amended from time to time. , the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken Agreement.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio's books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust's Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition's Board of Trustees applicable to the Portfolio (collectively, the "Charter Requirements"), and in accordance with applicable law (including sub-chapters M and L of the Code, the Investment Company Act and the Advisers Act ("Applicable Law")), the Adviser shall pay perform such services based upon its books and records with respect to the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, Portfolio (as defined specified in Section 2(a)(3) 2.c. hereof), which comprise a portion of each Portfolio's books and records, and upon information and written instructions received from the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manageTrust, the FundManager or the Trust's assets administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the investment Charter Requirements and reinvestment of Applicable Law based upon such assets so as to comply with books and records and such information and instructions provided by the provisions of Trust, the 1940 Act and with Subchapter M of Manager or the Internal Revenue Code of 1986, as amendedTrust's administrator.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Endeavor Series Trust), Investment Advisory Agreement (Endeavor Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a prices(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Company for which market prices are not readily available.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviser of the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act and with Subchapter M of or any rules thereunder.
k. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Internal Revenue Code of 1986, as amendedCompany.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
(a) The Adviser will shall manage the investment and reinvestment of the assets of the each Fund’s assets, subject to and in accordance with the respective investment objective objectives and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to timeFund. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the each Fund’s assets of the Fund, to effect and the purchase and sale of portfolio securities and to shall take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and action, any other rights pertaining to the a Fund’s portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the each Fund's ’s investment activities.
(b) The Adviser shall, or shall cause in the respective sub-adviser(s) to name of the Trust and on behalf of each Fund, place orders for the execution of all the Fund’s portfolio transactions, in the name of the Fund and transactions in accordance with the policies with respect thereto set forth in the Trust's ’s current registration statements statement under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time1933 Act. In connection with the placement of orders for the execution of each Fund’s portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for of the Fund, which records shall comply Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "“SEC"), ”) and the Trust or and any person retained by the TrustTrust upon reasonable notice to the Adviser. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
(c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust and each Fund pursuant to this Agreement except such expenses as are undertaken by the Trust. Trust or the Fund in Section 3 hereof.
(d) In additionproviding the services and assuming the obligations set forth herein, the Adviser shall pay may, at its own expense, employ one or more subadvisors, subject to approval of the salaries and feesBoard or, if anyrequired, of all Trustees, officers and employees a majority of the Trust who are affiliated personsoutstanding voting securities of the Funds, as defined in Section 2(a)(3) of the manner required under the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 2 contracts
Samples: Interim Investment Advisory Agreement (RMB Investors Trust), Investment Advisory Agreement (RMB Investors Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) The Adviser will manage the investment and reinvestment of the assets of the each Fund, subject to and in accordance with the respective investment objective and policies of the each Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment of the assets of the each Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and services by a each sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause each sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the each Fund's investment activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the respective Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser advisers to create and maintain) all necessary brokerage records for the each Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser advisers to manage, the Fund's Fund assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 2 contracts
Samples: Investment Management Agreement (Amstar Investment Trust), Investment Management Agreement (Amstar Investment Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Adviser is directed to uses only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio or any losses incurred in connection therewith; and (c) fees payable to or expenses incurred on behalf of the Portfolio by a service provider (other than the Adviser) to the Trust.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code; however, the Manager acknowledges and agrees that the official testing for compliance with Section 817(h) of the Code shall be performed by the Manager or a Portfolio service provider other than the Adviser. The Adviser shall provide the Manager timely notice, at least quarterly, of any diversification failure and take the necessary actions to correct such failures. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, upon the Manager’s reasonable request, the Adviser shall provide information to the Manager to assist the Manager in determining the fair value of securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available. The Manager acknowledges that the ultimate responsibility for determining the valuation of the Portfolio’s investments rests with the Manager and/or the Trust, and not the Adviser.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees or change in control of the Trust Adviser and any changes in the key personnel who are affiliated persons, as defined in Section 2(a)(3either the portfolio manager(s) of the 1940 Act, Portfolio or senior management of the Adviser.
e) j. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
k. The Adviser will managenot consult with any other adviser of the Trust concerning securities transactions of any portfolio of the Trust in securities or other assets, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so except as to comply with the provisions of otherwise permitted by the 1940 Act and with Subchapter M or any rules thereunder.
l. The Adviser shall not be responsible for filing proofs of claim on behalf of the Internal Revenue Code of 1986, as amendedPortfolio.
Appears in 2 contracts
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I), Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. In addition, subject to seeking the most favorable price and best execution available, the Adviser may also consider sales of shares of the Trust as a factor in the selection of brokers and dealers. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may request the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to: (i) pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment; or (ii) finance activities that are primarily intended to result in the sale of Trust shares. Such direction regarding brokerage shall be in writing and subject to terms and conditions agreeable to Adviser.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. For both of these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees of the Trust who are affiliated personsor change in control of, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the Trust’s Registration Statement applicable to the Company and the Charter Documents, written instructions of the Company and any policies adopted by the Company’s Board of Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as specified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
j. The Adviser will not consult with any other subadviserof the Trust concerning transactions of any portfolio of the Trust in securities, other financial instruments or other assets, except as otherwise permitted by the 1940 Act or any rules thereunder, and except that it may consult with Subchapter M of its affiliate, Xxxxxxxx Investment Management North America Limited.
k. The Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by the Internal Revenue Code of 1986, as amendedCompany.
Appears in 1 contract
Samples: Investment Advisory Agreement (Met Investors Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the assets of the FundFunds, subject to and in accordance with the respective investment objective objectives and policies of the Fund Funds and any directions which the Trust's ’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect Funds and the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. .
b. The Adviser shall, and shall cause sub-adviser to, render regular reports to in the name of the Trust's Board of Trustees concerning the Trust's and the Fund's investment activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all the Funds’ portfolio transactions, in the name of the Fund and transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the Investment Company Act of 1940 Act (“1940 Act”) and the Securities Act of 1933, as such registration statements may be amended from time time-to-time.
c. The Adviser shall determine the manner in which voting rights, rights to timeconsent to corporate action, and any other rights pertaining to the Funds’ portfolio securities shall be exercised.
d. The Adviser shall be responsible for providing certain limited services to the Trust that are necessary to the conduct of the Trust’s affairs. Such services shall consist of: maintaining the Trust’s organizational existence; providing office space; assisting in the preparation of reports to regulatory bodies and shareholders; and such other incidental services as are necessary to the furnishing of the Adviser’s services identified under this Section 2.
e. In connection with the placement of orders for the execution of portfolio transactionsservices to be rendered hereunder, the Adviser shall create and maintain (or cause see to the sub-adviser to create and maintain) maintenance of all necessary brokerage records for the Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and of the Funds.
f. The Adviser shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by render regular reports to the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's ’s Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or changeconcerning the Funds’ investment activities.
d) g. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except any such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, fees of all Trustees, executive officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) The Adviser will manage the investment and reinvestment of the assets of the each Fund, subject to and in accordance with the respective investment objective and policies of the each Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment of the assets of the each Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and services by a each sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause each sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the each Fund's investment activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the respective Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser advisers to create and maintain) all necessary brokerage records for the each Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its Its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser advisers to manage, the Fund's Fund assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Management Agreement (Valenzuela Capital Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundCompany, all without prior consultation with the Company, subject to and in accordance with (i) the respective investment objective objective, policies and policies restrictions of the Fund and any directions which Company set forth in the applicable provisions of the Trust's Board of Trustees ’s Registration Statement and the Charter Documents that have been provided to the Adviser, as such Registration Statement and Charter Documents may issue be amended from time to time, provided (A) Adviser has been given prior notice of, and a reasonable amount of time to implement, any changes or amendments to such documentation, investment objectives, policies and restrictions and (B) any changes or amendments to such documentation, investment objectives, policies and restrictions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, (ii) any written instructions which the Company’s Board of Directors may issue from time-to-time in accordance therewith, provided Adviser has been given a reasonable amount of time to implement such instructions and such instructions do not cause the Adviser to breach any legal, tax or regulatory requirements applicable to Adviser. In the event the Adviser does not implement any change or amendment to the Trust’s Registration Statement, Charter Documents, investment objectives, policies or restrictions, or any instruction from the Company’s Board of Directors, because such change, amendment or instruction would cause the Adviser to breach any legal, tax or regulatory requirements applicable to the Adviser, then the Adviser shall promptly notify the Company in writing of this fact. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment investment, reinvestment and management of the assets of the FundCompany’s assets, to effect including the purchase and sale of portfolio securities and to other financial instruments and shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's Company’s Board of Trustees Directors as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activitiesCompany, provided that the Adviser shall not be responsible for Company accounting.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. b. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Company, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities and other financial instruments by the Adviser on behalf of the Company in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct or the applicable provisions of Cayman Islands’ law. All records shall be the property of the Trust Company, provided, however, the Adviser may maintain copies of all such books and records for regulatory purposes, and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Company or any person retained by the TrustCompany at all reasonable times. The Adviser will furnish copies of such records to the Company within a reasonable time after receipt of a request from the Company. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
cc. The Adviser shall (1) In maintain procedures regarding the event use of any reorganization derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Company or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Company, the Trust. In addition, the Portfolio or its investment adviser, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other financial instruments for the Company; and (c) custodian fees and expenses.
e. The Adviser shall pay and the salaries Company acknowledge that the Adviser is not the compliance agent for the Company, and fees, if any, of does not have access to all Trustees, officers and employees of the Trust who are affiliated persons, as defined Company’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply 2 in accordance with the provisions of the 1940 Act Trust’s Registration Statement applicable to the Company and with Subchapter M the Charter Documents, written instructions of the Internal Revenue Code Company and any policies adopted by the Company’s Board of 1986Directors applicable to the Company, subject to the terms of this Agreement relating thereto (collectively, the “Charter Requirements”), and in accordance with applicable law, the Adviser shall perform such services based upon its books and records with respect to the Company (as amendedspecified in Section 2.b. hereof), which comprise a portion of the Company’s books and records, and upon information and written instructions received from the Trust or the Company’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with the terms of this Agreement, the Charter Requirements and applicable law based upon such books and records and such information and instructions provided by the Trust, the Company’s Board of Directors or the Company’s administrator.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Company or that the Company will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall not be responsible for the preparation or filing of any reports required of the Company by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Company as necessary, and, use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Company for which market prices are not readily available or not reliable.
i. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or shall cause advisable in connection with any matters submitted to a vote of shareholders of securities held by the respective sub-adviser(s) Portfolio. The Manager agrees that the Adviser or its agent will not be liable for failing to place orders vote any proxies where either the Adviser or its agent has not received such proxies or related shareholder communications on a timely basis. Unless otherwise agreed, the Adviser will not be responsible for taking any action or rendering any advice with respect to any legal proceedings or bankruptcies involving the issuers of securities held in the Portfolio except for the execution giving of all portfolio transactions, in notice to the name Manager and the custodian regarding the existence of such proceedings or bankruptcies.
b. To the Fund and in accordance with the policies with respect thereto set forth extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. The Adviser is hereby authorized to combine orders on behalf of the Portfolio with orders on behalf of other clients of the Adviser.
d. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) e. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
f. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.d. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
g. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
h. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F with respect to the Portfolio’s holdings for which it has investment management responsibility. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
i. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
j. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees or change in control of the Trust Adviser and any changes in the key personnel who are affiliated persons, as defined in Section 2(a)(3either the portfolio manager(s) of the 1940 Act, Portfolio or senior management of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for subadvisers. References herein to the Adviser shall include any Fundsubadviser employed by the Adviser. Any agreement between the Adviser and a sub-adviser subadviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 9 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the assets of the International Index Fund, subject to and in accordance with the respective investment objective objectives and policies of the International Index Fund and any directions which the Trust's ’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect International Index Fund and the purchase and sale of portfolio securities and to shall take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's ’s Board of Trustees concerning the Trust's and the Fund's ’s investment activities.
b) b. The Adviser shall, or shall cause in the respective sub-adviser(s) to name of the International Index Fund, place orders for the execution of all the International Index Fund’s portfolio transactions, in the name of the Fund and transactions in accordance with the policies with respect thereto set forth in the Trust's ’s registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of the International Index Fund’s portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for of the Fund, which records shall comply Trust in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a31 (a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "“SEC"”), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) c. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, executive officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Green Century Funds)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time in accordance therewith (such written instructions to timebe provided to the Adviser reasonably in advance of their effectiveness). In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, in good faith and in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or shall advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Trust’s Registration Statement, as such Registration Statement may be amended from time to time and unless otherwise instructed by the Manager, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the respective subAdviser to effect transactions in portfolio securities through broker-adviser(s) dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Adviser, the Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, will be made by the Adviser in the manner Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. To the extent the Manager instructs the Adviser not to place orders for the execution of all portfolio transactions, the Manager acknowledges that this Section 2.b shall not apply and for the period during which such instruction applies, the Adviser shall have no duty or ability to negotiate commissions, provide volume discounts or obtain the most favorable price and execution for the Portfolio, and shall not be liable in any way to the name of extent these services are provided by a third party as instructed by the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. Manager.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 ActAct (“Required Records”). All records Required Records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records Required Records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. This restriction shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in determining or confirming the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. To the extent that the Manager is notified by the Adviser prior to the effectiveness of such change, the Manager agrees that it will treat such information as confidential pursuant to Section 9 of this Agreement. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees of the Trust who are affiliated personsor change in control of, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
(a) The Adviser will shall manage the investment and reinvestment of the assets of the each Fund's assets, subject to and in accordance with the respective investment objective objectives and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to timeFund. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the each Fund's assets of the Fund, to effect and the purchase and sale of portfolio securities and to shall take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and action, any other rights pertaining to the a Fund's portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the each Fund's investment activities.
(b) The Adviser shall, or shall cause in the respective sub-adviser(s) to name of the Corporation and on behalf of each Fund, place orders for the execution of all the Fund's portfolio transactions, in the name of the Fund and transactions in accordance with the policies with respect thereto set forth in the TrustCorporation's current registration statements statement under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time1933 Act. In connection with the placement of orders for the execution of each Fund's portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for of the Fund, which records shall comply Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust Corporation and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), ) and the Trust or Corporation and any person retained by the TrustCorporation upon reasonable notice to the Adviser. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 3la-2 under the 1940 Act.
(c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust Corporation and each Fund pursuant to this Agreement except such expenses as are undertaken by the Trust. Corporation or the Fund in Section 3 hereof.
(d) In additionproviding the services and assuming the obligations set forth herein, the Adviser shall pay may, at its own expense, employ one or more subadvisers, subject to approval of the salaries and feesBoard or, if anyrequired, vote of all Trustees, officers and employees a majority of the Trust who are affiliated personsoutstanding shares of the Funds, as defined in Section 2(a)(3) of the manner required under the 1940 Act, of the Adviser.
e) . The Adviser will manage, or will cause the sub-adviser continue to manage, the Fund's assets and the have responsibility for all investment and reinvestment of such assets so as advisory services furnished pursuant to comply any agreement with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amendeda subadviser.
Appears in 1 contract
Samples: Investment Advisory Agreement (IronBridge Funds, Inc.)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. Provided the investment objectives of the Portfolio are adhered to, the Manager agrees that the Adviser may aggregate sales and purchase orders of securities, commodities and other investments held in the Portfolio with similar orders being made simultaneously for other accounts managed by the Adviser or with accounts of the affiliates of Adviser, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Portfolio taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses. The Manager acknowledges that the determination of such economic benefit to the Portfolio by the Adviser represents the Adviser’s evaluation that the Portfolio is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if anynot satisfied, that corrections were made within 30 days of all Trusteesthe end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, officers express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and employees filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust who are affiliated personsand with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as defined such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in Section 2(a)(3determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the 1940 Act, of Adviser for each security or other investment/asset in the Adviser.
e) The Adviser will manage, or will cause Portfolio for which market prices are not readily available. Notwithstanding the sub-adviser to manageforegoing, the Fund's assets Manager acknowledges and agrees that Adviser is not a pricing vendor for the investment Portfolio and reinvestment does not have responsibility for determining the price of such assets so as to comply with any security in the provisions of calculating the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amendedPortfolio’s NAV.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time time-to-time, to timethe extent that such written instructions are provided to the Adviser with sufficient advance notice, in accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment advisory activities of the Fund's investment activities.
b) The Adviser related to the Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. Consistent with this policy, the Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Board may determine, the Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Adviser) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and to cause the Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Adviser’s overall responsibilities with respect to the Portfolio and other accounts as to which the Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Adviser will submit reports on such allocations to the Manager regularly as requested by the Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. The Adviser shall not be responsible for the provision of administrative or accounting services to the Trust. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the Trust during normal business hours. The Adviser may retain copies of any records surrendered to the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act. The Manager shall maintain and preserve all books and records not related to the Portfolio’s transactions as required under the 0000 Xxx.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; (c) fees of pricing services; and (d) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser and/or its affiliates, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. For both of these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees of the Trust who are affiliated personsor change in control of, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause i. In accordance with procedures and methods established by the sub-adviser to manage, Trustees of the Fund's assets Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the investment Charter Documents, as such Registration Statement and reinvestment Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, provide assistance in determining the fair value of such all securities and other investments/assets so in the Portfolio, as necessary, and use reasonable efforts to comply with arrange for the provisions provision of valuation information or a price(s) from a party(ies) independent of the 1940 Act and with Subchapter M of Adviser for each security or other investment/asset in the Internal Revenue Code of 1986, as amendedPortfolio for which market prices are not readily available.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. Provided the investment objectives of the Portfolio are adhered to, the Manager agrees that the Adviser may aggregate sales and purchase orders of securities, commodities and other investments held in the Portfolio with similar orders being made simultaneously for other accounts managed by the Adviser or with accounts of the affiliates of Adviser, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Portfolio taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses. The Manager acknowledges that the determination of such economic benefit to the Portfolio by the Adviser represents the Adviser’s evaluation that the Portfolio is benefited by relatively better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a31 (a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if anynot satisfied, that corrections were made within 30 days of all Trusteesthe end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, officers express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and employees filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust who are affiliated personsand with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as defined such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in Section 2(a)(3determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the 1940 Act, of Adviser for each security or other investment/asset in the Adviser.
e) The Adviser will manage, or will cause Portfolio for which market prices are not readily available. Notwithstanding the sub-adviser to manageforegoing, the Fund's assets Manager acknowledges and agrees that Adviser is not a pricing vendor for the investment Portfolio and reinvestment does not have responsibility for determining the price of such assets so as to comply with any security in the provisions of calculating the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amendedPortfolio’s NAV.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
(a) The Adviser will shall manage the investment and reinvestment of the assets of the each Fund’s assets, subject to and in accordance with the respective investment objective objectives and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to timeFund. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the each Fund’s assets of the Fund, to effect and the purchase and sale of portfolio securities and to shall take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and action, any other rights pertaining to the a Fund’s portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the each Fund's ’s investment activities.
(b) The Adviser shall, or shall cause in the respective sub-adviser(s) to name of the Trust and on behalf of each Fund, place orders for the execution of all the Fund’s portfolio transactions, in the name of the Fund and transactions in accordance with the policies with respect thereto set forth in the Trust's ’s current registration statements statement under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time1933 Act. In connection with the placement of orders for the execution of each Fund’s portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for of the Fund, which records shall comply Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "“SEC"), ”) and the Trust or and any person retained by the TrustTrust upon reasonable notice to the Adviser. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
(c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust and each Fund pursuant to this Agreement except such expenses as are undertaken by the Trust. Trust or the Fund in Section 3 hereof.
(d) In additionproviding the services and assuming the obligations set forth herein, the Adviser shall pay may, at its own expense, employ one or more subadvisors, subject to approval of the salaries and feesBoard or, if anyrequired, vote of all Trustees, officers and employees a majority of the Trust who are affiliated personsoutstanding shares of the Funds, as defined in Section 2(a)(3) of the manner required under the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (RMB Investors Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of its own Schedule 13G and Form 13F which shall include information regarding the Portfolio as appropriate. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees or change in control of the Trust Adviser and any changes in the key personnel who are affiliated persons, as defined in Section 2(a)(3either the portfolio manager(s) of the 1940 Act, Portfolio or senior management of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust's Registration Statement, as such Registration Statement may be amended from time to time, and any directions written instructions which the Manager or the Trust's Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees and the Manager concerning the Trust's and investment activities of the Fund's investment activitiesPortfolio.
b) The Adviser shall, or shall cause b. To the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933Registration Statement, as such registration statements Registration Statement may be amended from time to time. , the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or banks as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the AdviserAgreement.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Endeavor Series Trust)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. For both of these reports, the Adviser shall only be responsible for reporting the assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to assist with the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees of the Trust who are affiliated personsor change in control of, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective objective, policies and policies restrictions of the Fund Portfolio set forth in the Trust’s Registration Statement, as it relates to the Portfolio (the “Registration Statement”) and the Trust’s Declaration of Trust and Bylaws (collectively, the “Charter Documents”), as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions, policies and guidelines which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith, and in accordance with all applicable provisions of law, including without limitation all applicable provisions of the 1940 Act and the rules and regulations thereunder. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees Trustees, the Manager and the Portfolio’s administrator as they may reasonably request concerning the investment activities of the Portfolio, including without limitation all material as reasonably may be requested by the Trustees of the Trust pursuant to Section 15(c) of the 1940 Act, and agrees to review the Portfolio and discuss the management of the Portfolio with representatives or agents of the Trust's ’s Board of Trustees, the Manager and the Fund's investment activities.
b) The Portfolio’s administrator at their reasonable request. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund Portfolio’s shareholders, timely direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Portfolio.
b. Absent instructions from the Manager to the contrary and in accordance with to the policies with respect thereto set forth extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select, including affiliates of the Adviser, provided such orders comply with Rule 17e-1 (or any successor or other relevant regulations) under the 1940 Act. In the selection of brokers or dealers or other execution agents and the placing of orders for the purchase and sale of portfolio investments for the Portfolio, the Adviser shall seek to obtain for the Portfolio the best execution available. In using its best efforts to obtain for the Portfolio the best execution available, the Adviser, bearing in mind the Portfolio’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, breadth of the market in the security; price; the size of the transaction; the nature of the market for the security; the amount of the commission; the timing of the transaction taking into account market prices and trends; the reputation, experience, execution capability, and financial stability of the broker or dealer involved; and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Board of Trustees and the Manager may determine and applicable law, including Section 28(e) of the Securities Exchange Act of 1934, the Adviser may cause the Portfolio to pay a broker or dealer that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was 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 the Adviser’s overall responsibilities with respect to the Portfolio and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Adviser is directed to use only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers. Such direction regarding brokerage shall be in writing and subject to terms and conditions agreeable to the Adviser.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the Trust at all reasonable times. The Adviser will furnish copies of such records to the Manager or the Trust within a reasonable time after receipt of a request from either the Manager or the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) d. In accordance with Rule 206(4)-7 under the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committeeAdvisers Act, the Adviser has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Advisers Act and any rules thereunder by the Adviser and its supervised persons. Further, the Adviser reviews and shall give continue to review, at least annually, its written policies and procedures and the effectiveness of their implementation and shall designate an individual (who is a supervised person) who is responsible for administering such policies and procedures.
e. The Adviser shall:
i. Comply with the Trust's Board ’s written compliance policies and procedures pursuant to Rule 38a-1 under the 1940 Act, provided such policies and procedures have been furnished in writing to the Adviser;
ii. Promptly provide to the Manager copies of Trustees written notice its annual compliance review report (or a summary of the process and findings);
iii. Notify the Manager promptly of any contact from the SEC or other regulators or a Self-Regulatory Organization (“SRO”) (such reorganization as an examination, inquiry, investigation, institution of a proceeding, etc.) relating directly or change within indirectly to the Portfolio or that would have a reasonable time material impact on the Adviser;
iv. Notify the Manager promptly of any material compliance matters (but not later than 30 daysas defined in Rule 38a-1 under the 0000 Xxx) after such reorganization relating directly or changeindirectly to the Portfolio, the Trust, the Manager or the Adviser of which it is aware and actions taken in response to issues or items raised by the SEC, an SRO or other regulators; and
v. Promptly notify the Manager of any matter that would be material to the management of the Portfolio by the Adviser or its affiliated persons, in accordance with the requirements of Section 206 of the Advisers Act.
df. The Adviser shall (1) maintain procedures regarding the use of derivatives, and (2) provide such certifications and reports regarding the use of derivatives, including with respect to asset segregation, as may be reasonably requested by the Trust or the Manager.
g. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken by of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
h. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. In additionThe Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter.
i. The Adviser shall be responsible for the preparation and filing of Schedules 13D and 13G and Form 13F on behalf of the Portfolio. For these reports, the Adviser shall pay only be responsible for reporting the salaries assets of the Portfolio it is managing. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
j. The Adviser shall promptly provide reasonable and feesgood faith fair valuations for any securities or other investments/assets in the Portfolio for which the Adviser believes current market quotations are not readily available or reliable. The Adviser acknowledges that it may from time to time receive in its capacity as agent for the Portfolio information that is relevant to valuation of securities or other investments/assets in the Portfolio and agrees to promptly provide any such information to the Manager. The Adviser may, in the event that it believes any such information constitutes material non-public information, notify the Manager to that effect.
k. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees of the Trust who are affiliated personsor change in control of, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply l. In accordance with the provisions of Rule 17a-10 under the 1940 Act and any other applicable law, the Adviser shall not consult with Subchapter M any other subadviser to the Portfolio or any subadviser to any other portfolio of the Internal Revenue Code Trust or to any other investment company or investment company series for which the Manager serves as investment adviser concerning transactions of 1986the Portfolio in securities or other assets, other than for purposes of complying with conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.
(3) Section 3 is revised to remove the following sentence from that section:
(4) Section 4 is amended and restated in its entirety to read as amended.follows:
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactionsin a prudent and diligent manner, vote proxies in the name best interests of clients as may be necessary or advisable in connection with any matters submitted to a vote of shareholders.
b. To the Fund and in accordance with the policies with respect thereto set forth extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries and feesPortfolio (as specified in Section 2.c. hereof), if any, of all Trustees, officers and employees which comprise a portion of the Trust who are affiliated personsPortfolio’s books and records, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as defined in part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 2(a)(3817(h) of the 1940 ActCode. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
e) g. The Adviser will manage, or will cause shall be responsible for the sub-adviser to manage, the Fund's assets preparation and the investment filing of Schedule 13G and reinvestment of such assets so as to comply with the provisions Form 13F on behalf of the 1940 Act and with Subchapter M Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Internal Revenue Code of 1986Portfolio by any governmental or regulatory agency, except as amendedexpressly agreed to in writing.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees or change in control of the Trust Adviser and any changes in the key personnel who are affiliated persons, as defined in Section 2(a)(3either the portfolio manager(s) of the 1940 Act, Portfolio or senior management of the Adviser.
e) j. The Adviser will managemay in its sole discretion, and in accordance with applicable law, invest the Portfolio in any investment company, unit investment trust or will cause other collective investment fund, registered or non-registered, for which the sub-Adviser or any of its affiliates serves as investment adviser (“Affiliated Fund”). Consistent with its fiduciary obligation to managethe Portfolio, the Fund's assets and Adviser will make such investments only if in its view, after considering factors deemed relevant by the Adviser, an investment and reinvestment of such assets so as to comply with in an Affiliated Fund would be in the provisions best interests of the 1940 Act Portfolio and comparable to similar investment opportunities. In connection with Subchapter M such investments, the Adviser agrees to waive its fees for managing the Portfolio in an amount equal to any advisory fee it receives as a result of any investment by the Internal Revenue Code of 1986, as amendedPortfolio in an Affiliated Fund.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's and investment activities of the Fund's investment activities.
b) The Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Unless the Manager gives the Adviser written instructions to the contrary, the Adviser shall, or shall cause in good faith and in a manner which it reasonably believes best serves the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name interests of the Fund and Portfolio’s shareholders, direct the Portfolio’s custodian as to how to vote such proxies as may be necessary or advisable in accordance connection with any matters submitted to a vote of shareholders of securities held by the policies with respect thereto set forth Portfolio.
b. To the extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of Section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its books and records with respect to the salaries Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and feesrecords, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. In accordance with procedures and methods established by the Trustees of the Trust and with the investment objective and policies of the Portfolio set forth in the Trust’s Registration Statement and the Charter Documents, as such Registration Statement and Charter Documents may be amended from time to time and shall be provided to the Adviser on a timely basis, the Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees or change in control of the Trust Adviser and any changes in the key personnel who are affiliated persons, as defined in Section 2(a)(3either the portfolio manager(s) of the 1940 Act, Portfolio or senior management of the Adviser.
e) j. The Adviser will managenot consult with any other adviser of the Trust concerning securities transactions of any portfolio of the Trust in securities or other assets, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so except as to comply with the provisions of otherwise permitted by the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amendedor any rules thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) a. The Adviser will shall manage the investment and reinvestment of the portfolio assets of the FundPortfolio, all without prior consultation with the Manager, subject to and in accordance with the respective investment objective and policies of the Fund Portfolio set forth in the Trust’s Registration Statement and the Charter Documents if provided by the Manager to the Adviser, as such Registration Statement and Charter Documents may be amended from time to time and if provided to the Adviser as amended, in compliance with the requirements applicable to registered investment companies under applicable laws and those requirements applicable to both regulated investment companies and segregated asset accounts under Subchapters M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) including but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder and any directions written instructions which the Manager or the Trust's ’s Board of Trustees may issue from time-to-time to timein accordance therewith. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to shall take such steps as may be action necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular such reports to the Trust's ’s Board of Trustees and the Manager as they may reasonably request concerning the Trust's investment activities of the Portfolio, provided that the Adviser shall not be responsible for Portfolio accounting. Decisions on proxy voting will be made by the Adviser unless such decisions are expressly reserved by the Manager. The Adviser’s obligation to vote proxies shall be contingent upon receipt of proxies from the Portfolio custodian in a timely manner. The Adviser shall not be expected or required to take any action other than the rendering of investment-related advice with respect to lawsuits involving securities presently or formerly held in the Portfolio, or the issuers thereof. However, the Adviser will use commercially reasonable efforts to file proofs of claim on behalf of the Portfolio in securities class-action suits and SEC settlements which have a proof of claim process for investors and, in that connection, the Adviser may, without prior permission or consent, include information about the Portfolio. The Adviser may, at any time, terminate its obligation to file such proofs of claim by giving notice of such termination to the Manager, and such obligation shall, if not sooner terminated, automatically terminate upon the termination of this Agreement. The Manager and the Fund's investment activitiesPortfolio acknowledge that by filing a proof of claim on the Portfolio’s behalf, the Adviser may waive the Portfolio’s right to pursue separate litigation against the issuer with respect to the subject matter of the lawsuit. Should the Adviser determine to undertake litigation against an issuer on behalf of one or more funds, the Adviser shall obtain the prior written consent of the Portfolio to undertake such litigation. If the Portfolio consents to such litigation, the Portfolio agrees to pay the portion of any reasonable legal fees associated with the action or the Portfolio will forfeit any claim to any assets the Adviser may recover on behalf of the Portfolio up to the amount of such legal fees owed by the Portfolio to the Adviser. If the Portfolio does not consent to such litigation, the Manager and the Portfolio agree to hold the Adviser harmless for excluding the Portfolio from such action and agree to indemnify the Adviser against any claims they may have against the Adviser from the Portfolio’s exclusion.
b) The Adviser shall, or shall cause b. To the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth extent provided in the Trust's registration statements under the 1940 Act and the Securities Act of 1933’s Registration Statement, as such registration statements Registration Statement may be amended from time to time, the Adviser shall, in the name of the Portfolio, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select including affiliates of the Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in excess of the amount of commission another broker-dealer would have charged. Subject to seeking the most favorable price and execution, the Board of Trustees or the Manager may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment. To the extent the Adviser is directed to use only the specified brokers for the Portfolio, the Trust may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Portfolio than would otherwise be the case if the Adviser used other or multiple brokers.
c. In connection with the placement of orders for the execution of the portfolio transactionstransactions of the Portfolio, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for pertaining to the Fund, which records shall comply purchase and sale of securities by the Adviser on behalf of the Portfolio in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and the Adviser and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust Trust, the Manager or any person retained by the TrustTrust at all reasonable times. The Adviser will give copies of such records to the Manager or the Trust within a reasonable time after request. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) d. The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such Agreement, but shall not be obligated to pay any expenses as are undertaken of the Manager, the Trust, or the Portfolio, including without limitation: (a) interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments for the Portfolio; and (c) custodian fees and expenses.
e. The Adviser and the Manager acknowledge that the Adviser is not the compliance agent for the Portfolio or for the Manager, and does not have access to all of the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Adviser has agreed to perform the services specified in this Section 2 in accordance with the Trust’s Registration Statement and Charter Documents, written instructions of the Manager and any policies adopted by the Trust. In addition’s Board of Trustees applicable to the Portfolio (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and the diversification requirements of Section 817(h) of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Adviser shall pay perform such services based upon its reasonable interpretations of Applicable Law including the salaries Adviser’s internal conventions with respect to compliance with the diversification requirements of the Code, and feesthe books and records with respect to the Portfolio (as specified in Section 2.c. hereof), which comprise a portion of the Portfolio’s books and records, and upon information and written instructions received from the Trust, the Manager or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Manager or the Trust’s administrator. The Adviser shall, as part of a complete portfolio compliance testing program, perform quarterly diversification testing under Section 817(h) of the Code. The Adviser shall provide timely notice each calendar quarter that such diversification was satisfied or if not satisfied, that corrections were made within 30 days of the end of the calendar quarter. The Adviser shall have no responsibility to monitor certain limitations or restrictions for which the Adviser has not been provided sufficient information in accordance with Section 1 of this Agreement or otherwise. All such monitoring shall be the responsibility of the Manager.
f. The Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Adviser, whether public or private.
g. The Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio. The Adviser shall not be responsible for the preparation or filing of any other reports required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
h. The Adviser shall provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available.
i. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of all Trusteesany assignment by, officers and employees or change in control of the Trust Adviser and any changes in the key personnel who are affiliated persons, as defined in Section 2(a)(3either the portfolio manager(s) of the 1940 Act, Portfolio or senior management of the Adviser.
e) j. The Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and typically will be allocated among the Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If the Adviser cannot obtain execution on all the combined orders at prices or for transaction costs that the Adviser believes are desirable, the Adviser will allocate the securities the Adviser does buy or sell as part of the combined orders by following the Adviser’s order allocation procedures.
k. The Adviser will managenot consult with any other adviser of the Trust concerning securities transactions of any portfolio of the Trust in securities or other assets, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so except as to comply with the provisions of otherwise permitted by the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amendedor any rules thereunder.
Appears in 1 contract
Samples: Investment Advisory Agreement (Brighthouse Funds Trust I)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
(a) The Adviser will shall manage the investment and reinvestment of the assets of the each Fund’s assets, subject to and in accordance with the respective investment objective objectives and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to timeFund. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to shall make all determinations with respect to the investment of the each Fund’s assets of the Fund, to effect and the purchase and sale of portfolio securities and to shall take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and action, any other rights pertaining to the a Fund’s portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the each Fund's ’s investment activities.
(b) The Adviser shall, or shall cause in the respective sub-adviser(s) to name of the Corporation and on behalf of each Fund, place orders for the execution of all the Fund’s portfolio transactions, in the name of the Fund and transactions in accordance with the policies with respect thereto set forth in the Trust's Corporation’s current registration statements statement under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time1933 Act. In connection with the placement of orders for the execution of each Fund’s portfolio transactions, the Adviser shall create and maintain (or cause the sub-adviser to create and maintain) all necessary brokerage records for of the Fund, which records shall comply Fund in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust Corporation and shall be available for inspection and use by the Securities and Exchange Commission (the "“SEC"), ”) and the Trust or Corporation and any person retained by the TrustCorporation upon reasonable notice to the Adviser. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 31a-2 under the 1940 Act.
(c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust Corporation and each Fund pursuant to this Agreement except such expenses as are undertaken by the Trust. Corporation or the Fund in Section 3 hereof.
(d) In additionproviding the services and assuming the obligations set forth herein, the Adviser shall pay may, at its own expense, employ one or more subadvisers, subject to approval of the salaries and feesBoard or, if anyrequired, vote of all Trustees, officers and employees a majority of the Trust who are affiliated personsoutstanding shares of the Funds, as defined in Section 2(a)(3) of the manner required under the 1940 Act, of the Adviser.
e) . The Adviser will manage, or will cause the sub-adviser continue to manage, the Fund's assets and the have responsibility for all investment and reinvestment of such assets so as advisory services furnished pursuant to comply any agreement with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amendeda subadviser.
Appears in 1 contract
Samples: Investment Advisory Agreement (IronBridge Funds, Inc.)
Obligations of and Services to be Provided by the Adviser. In providing the services and assuming the obligations set forth herein, the Adviser may, at its expense, employ one or more sub-advisers for any Fund. Any agreement between the Adviser and a sub-adviser shall be subject to the renewal, termination and amendment provisions of paragraph 10 hereof. The Adviser undertakes to provide the following services and to assume the following obligations:
a) The Adviser will manage the investment and reinvestment of the assets of the Fund, subject to and in accordance with the respective investment objective and policies of the Fund and any directions which the Trust's Board of Trustees may issue from time to time. In pursuance of the foregoing, the Adviser may engage separate investment advisers ("sub-adviser(s)") to make all determinations with respect to the investment of the assets of the Fund, to effect the purchase and sale of portfolio securities and to take such steps as may be necessary to implement the same. Such determination and services by a sub-adviser shall also include determining the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities shall be exercised. The Adviser shall, and shall cause sub-adviser to, render regular reports to the Trust's Board of Trustees concerning the Trust's and the Fund's investment activities.
b) The Adviser shall, or shall cause the respective sub-adviser(s) to place orders for the execution of all portfolio transactions, in the name of the Fund and in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be amended from time to time. In connection with the placement of orders for the execution of portfolio transactions, the Adviser shall create cause to be created and maintain (or cause the sub-adviser to create and maintain) maintained all necessary brokerage records for the Fund, which records shall comply with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act. All records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (the "SEC"), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Adviser (or sub-adviser) for the periods and in the places required by Rule 31a -2 under the 1940 Act.
c) In the event of any reorganization or other change in the Adviser, its investment principals, supervisors or members of its investment (or comparable) committee, the Adviser shall give the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
d) The Adviser shall bear its expenses of providing services to the Trust pursuant to this Agreement except such expenses as are undertaken by the Trust. In addition, the Adviser shall pay the salaries and fees, if any, of all Trustees, officers and employees of the Trust who are affiliated persons, as defined in Section 2(a)(3) of the 1940 Act, of the Adviser.
e) The Adviser will manage, or will cause the sub-adviser to manage, the Fund's assets and the investment and reinvestment of such assets so as to comply with the provisions of the 1940 Act and with Subchapter M of the Internal Revenue Code of 1986, as amended.
Appears in 1 contract
Samples: Investment Advisory Agreement (Centurion Investment Trust)
