Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust: (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared. (2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers. (3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require. (4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act. (5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers. (b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund. (c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust. (d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request. (e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. (f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures. (g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy). (h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser. (i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund. (j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Ivy Funds), Investment Sub Advisory Agreement (Ivy Funds Inc), Investment Sub Advisory Agreement (Ivy Funds Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trusteach Fund:
(1) The investment of the portion of the assets of the Fund allocated to the Sub-Adviser by the Adviser from time to time (“Allocated Assets”) shall at all times be subject to the applicable provisions of the Declaration of TrustTrust Instrument, the Bylaws, the registration statement filed with the Securities and Exchange Commission (“SEC”), as amended from time to time, for the Funds (“Registration Statement”), the current Prospectus and the Statement of Additional Information of the Trust in (the form provided to the Sub-Adviser by the Adviser from time to time“Disclosure Documents”), and shall conform to the investment objectivesobjective, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, including diversification of the holdings of the Fund as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the “Code”), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Trust as a whole is “adequately diversified” if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectivesobjective, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for with respect to the FundAllocated Assets. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedDisclosure Documents.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets Allocated Assets of the Fund, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous risk overlay strategy in an attempt to manage the volatility of the Fund’s investment program for the Fund returns consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust’s Registration Statement; and (ii3) take such steps as are necessary to implement the aforementioned investment program strategy by placing purchase and sale of securities (which may include other instruments, if the Adviser has provided written confirmation that such other instruments are permissible Fund investments and the Sub-Adviser is authorized to invest in them) including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the custodian for the Trust Fund on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the custodian of the Fund. The Sub-Adviser will not take custody of any Fund investments.
a. The Sub-Adviser shall work with the appropriate parties (e.g., broker-dealers, Custodian) to help facilitate appropriate settlement of each purchase or sale executed by the Sub-Adviser on behalf of the Fund. Sub-Adviser shall communicate all trade details (including cancellations and revisions) to the Adviser, the broker, and the Fund’s Custodian on a timely basis.
b. The Adviser shall be responsible for determining the level of cash to be held in each Fund. The Adviser shall retain all responsibility for the investment and management of such cash, in compliance with applicable regulations (i.e., commercial paper, repurchase agreements, Treasury bills, master notes, and other money market instruments). These investments will be done for the short-term and all such investments will be available to settle any portfolio purchases made by the Sub-Adviser. Any liability or claims related to broken trades or other issues resulting from the investment and management of cash are the responsibility of the Adviser.
c. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions with respect to the Allocated Assets in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, and under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactionstransactions with respect to the Allocated Assets, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable lawlaws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange CommissionSEC or other applicable regulatory authority, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactionstransactions with respect to the Allocated Assets, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. The Adviser retains the right to disapprove of certain counterparties brokers and futures commission merchants and to require the Sub-Adviser to seek approval from the Adviser before using any counterparty for over-the-counter trading. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the FundTrust’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for with respect to the Fund’s holdingsAllocated Assets, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundSEC.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as one or more of the Sub-Adviser’s other clientsdiscretionary accounts, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients of its discretionary accounts in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to such other clientsclient accounts. In no instance, however, will the Fund’s Funds’ assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers are “fair and equitable” to its clients which are consistent with the investment objectives, policies set out in the Prospectuses and restrictions Statements of Additional Information (including amendments) of the Fund, Funds or as described abovethe Trust’s Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Allocated Assets of each Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected proxies with respect to the Allocated Assets to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor Adviser a copy of the Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. The Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Allocated Assets of each Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Allocated Assets of each Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected corporate action notices with respect to the Allocated Assets to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor Adviser shall have no responsibility for filing claims be willing to:
a. Make an in-person presentation to the Trust’s Board of Trustees on behalf their performance of their services and the investment performance of the Adviser portfolio (which is most likely to be an annual occurrence).
b. Respond to a formal questionnaire from the Trust’s Board of Trustees in performing their duties under section 15(c) related to contract renewal (which is most likely to be an annual occurrence).
c. Respond to a formal questionnaire from the Adviser’s managment in performing their duties under section 15(c) related to contract renewal (which is most likely to be an annual occurrence).
d. Respond to compliance questionnaires from Adviser’s compliance officers in performance of their duties renewal (which is most likely to be a quarterly occurrence).
e. Make marketing presentations to various groups, including but not limited to broker/dealers, wholesalers, advisors, shareholders, industry participants, or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result member of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trustpress.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Ivy Variable Insurance Portfolios), Investment Sub Advisory Agreement (Ivy Funds Variable Insurance Portfolios)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility advisory services for the making Portfolio or Segment, including but not limited to research, advice and execution of all investment decisions supervision for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies Portfolio or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedSegment.
(2b) In carrying out its obligations to manage Implement the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities and other assets without prior consultation with the Adviser and without regard to the length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Fund’s registration statement, Articles of Incorporation and Bylaws and the requirements of the 1940 Act, as each of the same shall be from time to time in effect; provided however, that copies of all such documents shall have been provided to Sub-Adviser prior to their effectiveness marked to show the proposed changes.
(c) Maintain, as applicable to the Sub-Adviser shall arrange for Adviser’s investment advisory services obligations, compliance with the transmission 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Portfolio or Segment investment strategies and restrictions as stated in the Fund’s prospectus and statement of additional information subject to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) receipt of such confirmation, trade tickets and other documents additional information as may be necessary required from the Adviser and provided in accordance with Section 14(d) of this Agreement.
(d) Report to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably request in order to enable them it to perform their administrative responsibilities with respect to determine that the Fundinvestment policies, procedures and approved investment program of the Portfolio or Segment are being observed. The Sub-Adviser shall render such reports to will also keep the Adviser and/or to Adviser, and, as appropriate, the Trust’s Board of Trustees concerning the investment activity and portfolio composition Directors, informed of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of important developments affecting the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Portfolio and the Sub-Adviser, and on its own initiative will furnish the SubAdviser and the Board of Directors from time-Adviser shall make to-time with such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed believe appropriate, whether concerning the commission which another broker would have charged for effecting individual companies whose securities are held by the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Portfolio or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and industries in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealerswhich they engage.
(be) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall Furnish, at its own expense, (i) comply with all reasonable requests of the Trust (through the Adviser) for informationnecessary investment and management facilities, including information salaries of clerical and other personnel required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissionsfor it to execute its duties faithfully, and (ii) provide such other services as administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Sub-Adviser shall from time to time determine to be necessary to the administration efficient conduct of the Trustinvestment advisory affairs of the Portfolio or Segment undertaken by it.
(df) At such intervals Open accounts with broker-dealers and in such form as futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the Portfolio or Segment, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law and the investment objectives of the Portfolio, purchase or sell orders for the Portfolio or Segment may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the aggregated with contemporaneous purchase or sale sell orders of a security to be in the best interest other clients of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the . In such event allocation of securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. In no instance, however, The Sub-Adviser will seek to obtain best execution of transactions for the Fund’s assets be purchased from Portfolio or sold Segment at prices which are advantageous to the Adviser, Portfolio or Segment and at commission rates that are reasonable in relation to the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviserbenefits received. However, the Sub-Adviser may select brokers or dealers on the principal underwriterbasis that they provide brokerage, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and research or other appropriate parties providing services to the Fund to promptly forward misdirected proxies or products to the Sub-Adviser. The To the extent consistent with applicable law, the Sub-Adviser shall provide to the Advisor may pay a copy broker or dealer an amount of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and commission for effecting a copy of any summary securities transaction in excess of the procedures, amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if applicable. the Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records determines in good faith that such amount of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information commission is reasonable in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf value of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to brokerage and research products and/or services provided by such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.broker or
Appears in 2 contracts
Samples: Sub Advisory Agreement (Old Westbury Funds Inc), Sub Advisory Agreement (Old Westbury Funds Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund Multi-Asset Segment of the Trust:Fund.
(1i) The investment of the assets of the Fund Multi-Asset Segment shall at all times be subject to (i) the applicable provisions of the Trust’s Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement registration statement, (ii) current prospectus and statement of Additional Information of additional information and (iii) the Trust investment objectives, policies and restrictions applicable to the Multi-Asset Segment as set forth in such documents, all in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser time and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund Multi-Asset Segment, as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall be responsible for allocating the Multi-Asset Segment’s assets amongst the other series of the Trust (each such fund is an “Underlying Affiliated Fund” and collectively, the “Underlying Affiliated Funds”) provided for such use by Adviser; provided that the Adviser and Sub-Adviser agree that the Adviser shall be responsible for all trading and investment execution activities on behalf of the Multi-Asset Segment of the Fund based on instructions provided by the Sub-Adviser and that the Sub-Adviser shall have the sole and exclusive responsibility for the making and no responsibilities with respect to trading or investment execution of all investment decisions for with respect to the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the FundFund as they relate to the Multi-Asset Segment; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictionsrestrictions with respect to the Multi-Asset Segment, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2ii) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundMulti-Asset Segment into the Underlying Affiliate Funds, the Sub-Adviser shall: shall (iA) formulate and implement a continuous investment program for the Fund Multi-Asset Segment consistent with the investment objective and related investment policies for the Fund with respect to the Multi-Asset Segment as described above; (B) conform to the requirements as set forth in Subchapter M of the Internal Revenue Code, as amended, in addition to the relevant regulations and rules of the SEC and any other relevant regulatory bodies with respect to the Multi-Asset Segment; and (iiC) take such steps as are necessary shall coordinate and cooperate with the Adviser to implement monitor trades. In addition, Sub-Advisor shall use commercially reasonable efforts to coordinate and cooperate with the aforementioned investment program by placing orders Adviser to monitor regulatory developments to remain in compliance with the applicable rules and regulations with respect to the Fund; provided that the Advisor and Sub-Adviser acknowledge and agree that the Adviser and/or the Board, and not the Sub-Adviser, has ultimate responsibility for purchases and sales of securities all compliance matters with broker-dealers.respect to the Fund
(3A) In connection with the purchase and sale of securities of the FundMulti-Asset Segment, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets standing instructions and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or and to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Multi-Asset Segment in such reasonable form and at such reasonable intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission SEC in providing investment management services with respect to the Multi-Asset Segment; provided that the Advisor and Sub-Adviser acknowledge and agree that the Adviser and/or the Board, and not the Sub-Adviser, has ultimate responsibility for all compliance matters with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for informationinformation regarding the Multi-Asset Segment and the Sub-Advisers services thereto, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees Board, reports on the investment performance of the Fund Multi-Asset Segment and on the performance of its obligations under this Agreement and shall supply such additional additional, reasonable, reports and information regarding the Multi-Asset Segment as the Board or the Trust’s officers or Board of Trustees shall reasonably may request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and not be responsible for voting in its discretion and handling all any proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of or taking any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records action with respect to corporate action elections for proxies and corporate actions with respect to securities held by the proxy votes cast for Multi-Asset Segment, which shall be the Fund. The records shall conform to responsibility of the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy)Adviser.
(hf) The Sub-Adviser shall review all notices, including including, but not limited to to, corporate action notices, and shall provide and respond to all corresponding requests for information in relation to the securities held in the FundMulti-Asset Segment; provided that the Advisor and Sub-Adviser acknowledge and agree that the Adviser and/or the Board, and not the Sub-Adviser, has ultimate responsibility for responding to all such notices. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Multi-Asset Segment to promptly forward misdirected corporate action notices to the Sub-Adviser.
(ig) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely in the commercially reasonable judgment of Sub-Adviser to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or and any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.
(j) Multi-Asset Segment and listed on Exhibit A hereto. The Sub-Advisor Adviser shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts commercially reasonable in sharing applicable information regarding such matters with the Adviser and the Trust.
(h) Except as otherwise provided herein, Sub-Adviser may not delegate to one or more entities or affiliates any of the investment advisory services relating to the services described in this Agreement for which Sub-Adviser is responsible without the prior written consent and approval of the Adviser and the Board.
(i) For greater clarity, the Sub-Adviser shall have no responsibility or liability of any kind with respect to the Private Equity Segment of the Fund.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Ivy Funds), Investment Sub Advisory Agreement (Ivy Funds)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:Fund.
(1i) The investment of the assets of the Fund shall at all times be subject to (i) the applicable provisions of the Trust’s Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement registration statement, each as amended, (ii) current prospectus and statement of Additional Information additional information, (iii) the investment objectives, policies and restrictions of the Trust such Fund as set forth in such documents, and (iv) Derivatives Documentation (defined below), all in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser time and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing, as well as any other specific policies adopted by the Board and provided in writing to the Sub-Adviser (“Governing Documents”). Within the framework of the investment objectivesobjective(s), policies and restrictions of the Fund Fund’s, as set forth in such documentsGoverning Documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund; for purposes of clarity, determining from time to time which securities and other investments and instruments will be purchased, retained, sold or exchanged by the Fund and what portion of such Fund’s assets will be held in the various securities and other investments in which the Fund invest, making and executing investment decisions and entering hedge transactions for the Fund with respect to using derivative instruments shall be implemented and executed in accordance with subparagraphs (v) and (vi) below. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objectiveinvestment objective(s), policies or restrictions of the any Fund; however, it is the Adviser’s ultimate and sole decision to recommend any such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the a Fund’s objectiveinvestment objective(s), policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedDocuments reflecting such change.
(2ii) In carrying out its obligations to manage the investments and reinvestments of the assets of the each Fund, the Sub-Adviser shall: shall (iA) formulate and implement a continuous investment program for the such Fund consistent with the investment objective and related investment policies for the Fund as described aboveGoverning Documents; and (iiB) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities and other investments and instruments with broker-dealers, futures commission merchants or other intermediaries or counterparties; (C) conform to the relevant requirements of Subchapter M of the Internal Revenue Code, as amended, in addition to the relevant regulations and rules of the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. Securities and Exchange Commission (“SEC”), the National Futures Association, Financial Conduct Authority, the European Commission, and other relevant regulatory bodies; and (D) coordinate and cooperate with the Adviser to monitor trades and regulatory developments to remain in compliance with the applicable rules and regulations, which includes giving the Adviser access to trading platforms and any applications that gives real-time valuation information and end-of-day settlement prices of trades entered on behalf of the Fund.
(3iii) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or and to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such reasonable form and at such reasonable intervals as the Adviser or the Board may from time to time reasonably require.
(4iv) The Sub-Adviser shall, in the name of the TrustFund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above; provided that execution of Derivative Transactions (defined below) and opening accounts for Derivative Transactions for the Fund shall be executed in accordance with subparagraphs (v) and (vi) below. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable lawlaws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All such records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities SEC, CFTC, the National Futures Association (the “NFA”) and Exchange Commissionany other relevant regulatory agencies, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5v) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the The Sub-Adviser is expressly authorized authorized, subject to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) supervision of the Securities Exchange Act Adviser and the Board, to place orders for the purchase and sale of 1934exchange-traded (“Listed Derivatives”) and/or over-the-counter (“OTC”) derivative transactions (Listed Derivatives and OTC, together referred to as amended“Derivative Transactions”). Derivative Transactions shall be governed by the exchange-traded and over-the-counter derivatives documentation including ISDA Master Agreements and corresponding Credit Support Annex, Master Confirmation Agreements, and Confirmations, listed options on margin agreements, listed options agreements, listed derivatives account documents for futures and options on futures, futures account applications, clearing documentation for OTC derivatives, clearing documentation for exchange-traded derivatives, account control agreements for OTC derivatives, account control agreements for exchange-traded derivatives, and agreements with execution and clearing brokers, among other agreements, that the Sub-Adviser may negotiate has signed with swap counterparties, futures commission merchants, and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services clearing or execution brokers (as defined in Section 28(e“Derivatives Documentation”)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports is not authorized to the Adviser and/or to the Fund’s Board of Trustees at such intervals trade Derivative Transactions under derivatives documentation that it has signed with swap counterparties, futures commission merchants, and in such form as may be mutually agreed regarding the total amount clearing or execution brokers, and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of understands that trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use Derivative Transactions under its own derivative documentation will jeopardize the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any set-off exposure and termination or resignation amounts of senior (key) personnel who are directly responsible for portfolio management for Derivatives Transactions in the Fund.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of event that the Adviser or the Trust with respect needs to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of exercise the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with rights under one of the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the TrustDerivatives Documentation.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated shall likewise be subject to requirements as set forth in Subchapter M of the Sub-Adviser in writingInternal Revenue Code, as amended (the “Code”). Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to if the objectiveFund’s objectives, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundFunds, the Sub-Adviser shall: (ia) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries countries or regions, the securities of which are included in the Fund’s portfolio or are under consideration for inclusion therein; (b) formulate and implement a continuous investment program for the Fund consistent with the Fund’s investment objective and related investment policies for as set forth in the Fund Trust’s Registration Statement, as described aboveamended; and (iic) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities, including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities on behalf of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the custodian for the Trust (the “Custodian”) on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Adviser will not take custody of any Fund investments.
a. The Sub-Adviser shall work with the appropriate parties (e.g., broker-dealers, Custodian) to help facilitate appropriate settlement of each purchase or sale of assets and securities executed by the Sub-Adviser on behalf of the Fund. Sub-Adviser shall communicate all trade details (including cancellations and revisions) to the Adviser, the broker, and the Fund’s Custodian on a timely basis.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in the Fund. The Adviser shall retain all responsibility for the investment and management of such cash for the Fund and for investing the cash in compliance with applicable regulations and interpretations, including any daily sweep into another investment vehicle. The Adviser will take actions reasonably designed to ensure that the Sub-Adviser’s daily management of the Fund will not be impacted by the liquidity of the invested cash.
c. The Sub-Adviser shall only be responsible for trading foreign currency to facilitate portfolio transactions in securities denominated in certain foreign currencies directed by the Adviser and agreed to by the Sub-Adviser. The Custodian shall be responsible for trading all other foreign currency.
d. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Funds in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
e. Subject to the prior review and written approval of the Adviser, including but not limited to prior approval of all proposed derivatives counterparties, the Sub-Advisor is duly authorized and empowered by the Adviser to (a) agree and thereafter to sign or execute (as deeds where appropriate), and deliver, on the Fund’s behalf, various agreements, contracts and deeds, including but not limited to, any contracts governing exchange traded derivatives (“ETD Derivatives”), derivatives traded through a swaps execution facility (“SEF Derivatives”) or over-the-counter derivatives (“OTC Derivatives”) and any or other documents related to, connected with, necessary for, ancillary to or associated with such agreements, contracts and deeds such as, but not limited to, schedules and annexes, confirmations and master netting agreements, which and when it deems appropriate in order for the Fund to trade OTC Derivatives, SEF Derivatives and Exchange Traded Derivatives with different counterparties (collectively, the “Derivatives Agreements”) and any and all other documentation (including fee letters) relating to, connected with, necessary for, ancillary to or associated with the Derivatives Agreements and to (b) do all acts, including, without limitation opening accounts with a counterparty on behalf of the Fund, to sign or execute all such documents (as deeds where appropriate), to give such undertakings and assurances and to take all other actions necessary or desirable for the purpose of giving effect to all or any of the actions or transactions hereby contemplated. In connection with entering the Derivatives Agreements on behalf of the Fund, Sub-Adviser shall ensure that all such Derivatives Agreements conform to the requirements of applicable law, including, without limitation, the 1940 Act applicable to the Fund, including but not limited to the custody of assets, the Xxxx Xxxxx Wall Street Reform and Customer Protection Act of 2010 and the European Market Infrastructure Regulation, including with respect to reporting of derivatives transactions. Notwithstanding the foregoing, in no event shall Sub-Adviser: (i) open any account for which collateral is required to be posted by the Fund unless and until the Adviser has provided written confirmation that the appropriate collateral control agreements among the Fund, the Custodian and the relevant counterparty are in full force and effect; (ii) cause the Fund to enter into derivative transactions that would cause the Fund to exceed the de minimis test for commodity pool operator registration set forth in CFTC Regulation 4.5; and (iii) provide recourse to the assets of any entity other than the Fund or, in respect to the representations provided in the Derivatives Agreements, to the assets of Sub-Adviser, in respect to obligations assumed under the Derivatives Agreements. Notwithstanding the foregoing, Adviser may, in its sole discretion, enter into any Derivatives Agreements on behalf of the Fund and may request that Sub-Advisor be authorized to enter transactions pursuant to such Derivatives Agreements. In any event, Sub-Advisor shall provide Adviser or any counterparty such representations, warranties or other information as is necessary and appropriate in order to effectuate such trading authorization.
f. The Sub-Advisor shall be permitted to provide such information regarding the Fund to counterparties, broker-dealers and other third parties that is necessary and appropriate to purchase or sell assets, open accounts or such other actions in order to carry out the investment objective as detailed in this Agreement.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All Trust records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange CommissionCommission (“SEC”), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. .
(a) The Sub-Adviser shall render such reports to the Adviser and/or to the FundTrust’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Fund as it uses in providing services to fiduciary accounts for which it has direct investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities SEC, including restrictions and Exchange Commission limitations provided in providing investment management services with respect to the Fund1940 Act.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for informationinformation relating to the Sub-Adviser’s obligations under this Agreement, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) shall provide such other services as the Sub-Adviser shall from time to time may reasonably determine to be necessary to the administration of the Trustor useful.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the The Sub-Adviser deems the purchase or sale of a security to be may, but is not required, in the best interest of a Fund as well as other clients, the Sub-Adviserits discretion and consistent with its fiduciary obligations, to the extent permitted by applicable law, may bunch or aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell on behalf of a particular security for one or more clients in different amounts. On either occasionFund with orders of other clients, and to allocate the extent permitted by applicable law and regulations, allocation aggregate amount of the securities so purchased or sold, as well as investment and the expenses incurred associated costs thereof among the accounts in a manner over time which is no less favorable to the transaction, Fund than other clients of the Sub-Adviser. Any such aggregated trades will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations written procedures, and agrees to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to the Fund and to such other clientsFunds. In no instance, however, will the Fund’s Funds’ assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundFund on a timely basis. The Adviser shall instruct the custodian Custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor Adviser a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, request written or oral (voting records should be available in hard and soft copy).
(hg) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and promptly provide and respond to the Advisor a response to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(ih) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(ji) The Sub-Advisor shall have no responsibility for filing claims Adviser shall:
a. at least annually, make an in-person presentation to the Trust’s Board of Trustees on behalf the Sub-Adviser’s performance of its services and the investment performance of the Adviser Funds;
b. respond to any formal questionnaire from the Trust’s Board of Trustees, or the Board’s counsel, in performing the Sub-Adviser’s duties under Section 15(c) of the 1940 Act related to contract renewal;
c. respond to a formal questionnaire from the Adviser’s management in performing the Sub-Adviser’s duties under Section 15(c) related to contract renewal;
d. respond to compliance questionnaires from Adviser’s compliance officers in performance of the Sub-Adviser’s duties; and
e. with reasonable prior notice, make marketing presentations to various groups, including but not limited to broker/dealers, wholesalers, advisors, shareholders, industry participants, or member of the press;
f. The Sub-Adviser shall not hold any cash or other assets of the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of Fund; and
g. Where the Sub-Adviser executes an order on the Fund’s security holdingsbehalf and when placing an order with, or passing an order to, other entities, the Sub-Adviser will do so in accordance with its order execution policy as updated from time to time at the discretion of the Sub-Adviser. The Sub-Adviser shall promptly provide an update of the information disclosed about its order execution policy where there is a material change to the information that previously had been provided to the Adviser’s responsibility with respect to such matters shall be limited to cooperating with , the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser Fund and the Trust, and which relates to the services the Sub-Adviser is providing hereunder.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust's Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s 's Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s 's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s 's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s 's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s 's Board of Trustees periodic reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s 's officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. In no instance, however, will the Fund’s 's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s 's principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “are "fair and equitable” " to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Fund or as described abovethe Trust's Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustPortfolio:
(1) The investment of the assets of the Fund Portfolio shall at all times be subject to the applicable provisions of the Declaration of TrustTrust Instrument, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, Fund and shall conform to the investment objectives, policies and restrictions of the Fund Portfolio as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust Fund and by the Adviser, including diversification of the holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the "Code"), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Fund as a whole is "adequately diversified" if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsPortfolio, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the FundPortfolio. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundPortfolio, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund Portfolio consistent with the investment objective and related investment policies for such Portfolio as set forth in the Fund Fund's Registration Statement, as described aboveamended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the FundPortfolio, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust Fund on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the FundPortfolio. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Fund's Board of Trustees concerning the investment activity and portfolio composition of the Fund Portfolio in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the TrustFund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Fund's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust Fund in accordance with all applicable lawlaws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Fund and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust Fund or any person retained by the TrustFund. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s Portfolio's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Portfolio or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s Portfolio's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust Fund (through the Adviser) for information, including information required in connection with the Trust’s Fund's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the TrustFund.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Fund's Board of Trustees periodic reports on the investment performance of the Fund Portfolio and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s Fund's officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clientscustomers. In no instance, however, will the Fund’s Portfolio's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s Fund's principal underwriter, or any affiliated person of either the TrustFund, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “are "fair and equitable” " to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Portfolio or as the Fund, as described above's Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundPortfolio. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Portfolio to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the FundPortfolio. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the FundPortfolio. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Portfolio to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the FundAgreement.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ivy Funds Variable Insurance Portfolios, Inc.)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Sub- Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub- Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Sub- Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Sub- Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees periodic reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers are “fair and equitable” to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Fund or as described abovethe Trust’s Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust's Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s 's Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s 's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s 's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s 's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s 's Board of Trustees periodic reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s 's officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. In no instance, however, will the Fund’s 's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s 's principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “are "fair and equitable” " to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Fund or as described abovethe Trust's Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:
(1) The investment of the assets of the Fund shall at all times be subject to (i) applicable laws and regulations, including, but not limited to, the applicable provisions 1940 Act, and Subchapter M of the Internal Revenue Code of 1986, as amended; (ii) the terms of this Agreement; (iii) the Trust’s Amended and Restated Declaration of Trust, Trust and Amended and Restated By-laws; (iv) the Bylaws, the Registration Statement, the current Prospectus Fund’s registration statement as currently in effect and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform time amended; (v) relevant undertakings provided to State securities regulators; (vi) the stated investment objectivesobjective, policies and restrictions of the Fund as set forth in its prospectus (“Prospectus”) and Statement of Additional Information (“SAI”); and (vii) such documents provided to Sub-other guidelines as the Trustees or Adviser may establish and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser communicate in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the such Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities on behalf of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the custodian of the Fund. The Sub-Adviser shall communicate all trade details (including cancellations and revisions) to the Adviser, the broker, and the Fund’s custodian on a timely basis. The Sub-Adviser will not take custody of any Fund investments.
a. The Sub-Adviser shall be responsible for determining the level of cash to be held in the Fund. However, the Adviser shall retain all responsibility for the investment and management of all cash for the Trust and for investing this cash in compliance with applicable regulations, including any daily sweep into another investment vehicle.
b. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All such records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. Such authority shall include the power to sign and deliver standard account opening documents in connection with the opening of brokerage accounts, including, without limitation agreements for the use of electronic trading systems and services for the purpose of executing securities transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers are “fair and equitable” to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Fund or as described abovethe Trust’s Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundFund on a timely basis. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor Adviser a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and promptly provide and respond to the Adviser a response to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor Adviser shall:
a. at least annually, if requested, make an in-person presentation to the Trust’s Board of Trustees on the Sub-Adviser’s performance of its services and the investment performance of the Fund;
b. respond to any formal questionnaire from the Trust’s Board of Trustees, or counsel to the Independent Trustees of the Trust, in performing the Sub-Adviser’s duties under Section 15(c) of the 1940 Act related to contract renewal;
c. respond to a formal questionnaire from the Adviser’s management in performing the Sub-Adviser’s duties under Section 15(c) related to contract renewal;
d. respond to compliance questionnaires from Adviser’s compliance officers in performance of the Sub-Adviser’s duties; and
e. with reasonable prior notice from the Adviser, make marketing presentations to various groups, including but not limited to broker/dealers, wholesalers, advisors, shareholders, industry participants, or members of the press.
(k) The Sub-Adviser shall not have no any responsibility for filing claims to initiate, consider, or participate in any bankruptcy, class action, or other litigation against or involving any issue or securities held in or formerly held in the Fund or to advise or take any action on behalf of the Adviser or the Trust Fund with respect to any class action, bankruptcy proceeding such actions or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdingslitigation. The Sub-Adviser will forward any information received by it about such actions to the Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustPortfolio:
(1) The investment of the assets of the Fund Portfolio shall at all times be subject to the applicable provisions of the Declaration of TrustTrust Instrument, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, Fund and shall conform to the investment objectives, policies and restrictions of the Fund Portfolio as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust Fund and by the Adviser, including diversification of the holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the "Code"), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Fund as a whole is "adequately diversified" if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsPortfolio, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the FundPortfolio. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundPortfolio, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund Portfolio consistent with the investment objective and related investment policies for such Portfolio as set forth in the Fund Fund's Registration Statement, as described aboveamended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the FundPortfolio, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust Fund on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the FundPortfolio. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Fund's Board of Trustees concerning the investment activity and portfolio composition of the Fund Portfolio in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the TrustFund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Fund's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Fund and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust Fund or any person retained by the TrustFund. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s Portfolio's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Portfolio or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s Portfolio's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust Fund (through the Adviser) for information, including information required in connection with the Trust’s Fund's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the TrustFund.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Fund's Board of Trustees periodic reports on the investment performance of the Fund Portfolio and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s Fund's officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clientscustomers. In no instance, however, will the Fund’s Portfolio's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s Fund's principal underwriter, or any affiliated person of either the TrustFund, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “are "fair and equitable” " to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Portfolio or as the Fund, as described above's Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundPortfolio. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Portfolio to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the FundPortfolio. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the FundPortfolio. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Portfolio to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the FundAgreement.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ivy Funds Variable Insurance Portfolios, Inc.)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustCorporation:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration Articles of TrustIncorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, Corporation and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser adviser and as interpreted from time to time by the Board of Trustees Directors of the Trust Corporation and by the Adviser, including diversification of the holdings of the Fund as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the "Code"), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Corporation as a whole is "adequately diversified" if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s 's ultimate and sole decision to recommend such a revision to the Fund’s 's Board of Trustees Directors for their consideration. If a change is made to the Fund’s 's objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust Corporation on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Corporation's Board of Trustees Directors concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the TrustCorporation, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust Corporation in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Corporation and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust Corporation or any person retained by the TrustCorporation. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s 's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees Directors at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s 's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Corporation as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust Corporation (through the Adviser) for information, including information required in connection with the Trust’s Corporation's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the TrustCorporation.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Corporation's Board of Trustees Directors reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s Corporation's officers or Board of Trustees Directors shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s 's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s Corporation's principal underwriter, or any affiliated person of either the TrustCorporation, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “"fair and equitable” " to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust Corporation with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust Corporation may be entitled to participate as a result of the Fund’s 's security holdings. The Sub-Adviser’s 's responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust Corporation in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the TrustCorporation.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (W&r Target Funds Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of TrustTrust Instrument, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, including diversification of the holdings of the Fund as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the “Code”), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Trust as a whole is “adequately diversified” if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund.
a. The Adviser shall retain responsibility for the settlement of each purchase or sale executed by the Sub-Adviser on behalf of the Trust.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in the Fund. However, the Adviser shall retain all responsibility for the management of all cash for the Trust and for investing this cash in compliance with applicable regulations.
c. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable lawlaws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers are “fair and equitable” to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Fund or as described abovethe Trust’s Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Ivy Variable Insurance Portfolios)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser undertakes to provide the following services and to assume the following obligations:
a. The Sub-Adviser shall provide manage the following services investment and assume the following obligations with respect to the Fund reinvestment of the Trust:
(1) The investment of the portfolio assets of the Fund shall at Portfolio, all times be without prior consultation with the Investment Adviser, subject to and in accordance with the applicable provisions investment objective and policies of the Declaration of Trust, Portfolio set forth in the Bylaws, the Fund's Registration Statement, the current Prospectus Statement and the Charter Documents, as such Registration Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser and Charter Documents may be amended from time to time, in compliance with the requirements applicable to registered investment companies under applicable laws and shall conform those requirements applicable to the both regulated investment objectives, policies companies and restrictions segregated asset accounts under Subchapters M and L of the Fund Internal Revenue Code of 1986, as set forth in such documents provided to Sub-amended (the "Code") and any written instructions which the Investment Adviser and as interpreted from time to time by or the Fund's Board of Trustees Directors may issue from time-to-time in accordance therewith. In pursuance of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviserforegoing, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of make all investment decisions for the Fund. The Adviser agrees determinations with respect to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of portfolio securities of the Fund, the Sub-Adviser and shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) take such confirmation, trade tickets and other documents as may be action necessary to enable them to perform their administrative responsibilities with respect to implement the Fundsame. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Fund's Board of Trustees Directors and the Investment Adviser as they may reasonably request concerning the investment activity and portfolio composition activities of the Fund Portfolio. Unless the Investment Adviser gives the Sub-Adviser written instructions to the contrary, the Sub-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 form and at 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. To the extent provided in the Fund's Registration Statement, as such intervals as the Adviser or the Board Registration Statement may be amended from time to time reasonably require.
(4) The time, the Sub-Adviser shall, in the name of the TrustPortfolio, place or direct the placement of 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 Sub-Adviser and, complying with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission on transactions in accordance with excess of the policies with respect thereto, as described above. amount of commission another broker-dealer would have charged.
c. In connection with the placement of orders for the execution of the Fund’s portfolio transactionstransactions of the Portfolio, the Sub-Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of securities by the Sub-Adviser on behalf of the Trust Portfolio in accordance with all applicable lawlaws, rules and regulations, including but not limited to, to records required by Section 31(a31
(a) of the 1940 Act. All records shall be the joint property of the Trust Fund and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange CommissionCommission ("SEC"), the Trust Fund, the Investment Adviser or any person retained by the TrustFund at all reasonable times. Where applicable, such records shall be maintained by the Sub-Adviser for the period periods and in the place places required by Rule 31a-2 under the 1940 Act0000 Xxx.
(5) In placing orders or directing d. The Sub-Adviser shall bear its expenses of providing services pursuant to this Agreement.
e. The Sub-Adviser and the placement of orders Investment Adviser acknowledge that the Sub-Adviser is not the compliance agent for the execution Portfolio or for the Investment Adviser, and does not have access to all of portfolio transactionsthe Portfolio's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Section 2 in accordance with the Fund's Registration Statement and Charter Documents, written instructions of the Investment Adviser and any policies adopted by the Fund's Board of Directors 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 Sub-Adviser shall select brokers perform such services based upon its books and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for Portfolio (as specified in Section 2.c. hereof), which comprise a portion of each Portfolio's books and records, and upon information and written instructions received from the Fund. The records shall conform to , the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to Investment Adviser or the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action noticesFund's administrator, and provide and respond to all corresponding requests for information in relation to the securities shall not be held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment responsible under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for 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 Fund.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of , the Investment Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust's administrator.
Appears in 1 contract
Samples: Sub Advisory Agreement (Aegon/Transamerica Series Fund Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment advisory services, including but not limited to research, advice and supervision for the Series.
(b) Furnish to the Board of the assets Directors of the Fund shall at all times be subject for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for the Series consistent with each Series investment objective and policies.
(c) Implement the approved investment program by placing orders for the purchase and sale of securities without prior consultation with the Manager and without regard to the applicable length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Declaration Fund’s registration statement, Articles of Trust, the Bylaws, the Registration Statement, the current Prospectus Incorporation and Bylaws and the Statement of Additional Information requirements of the Trust 1940 Act, as each of the same shall be from time to time in effect.
(d) Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are necessary or appropriate to carry out the decisions of its Board of Directors, and any appropriate committees of such Board, regarding the general conduct of the investment business of the Series.
(e) Maintain, in connection with the Sub-Adviser’s investment advisory services obligations, compliance with the 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Series’ investment strategies and restrictions as stated in the form provided Fund’s prospectus and statement of additional information.
(f) Report to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of the Series are being observed.
(g) Upon request, provide assistance and recommendations for the determination of the fair value of certain securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s Board of Directors.
(h) Furnish, at its own expense, (i) all necessary investment and management facilities, including salaries of clerical and other personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment advisory affairs of the Series. Except for expenses specifically assumed or agreed to be paid by the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviserunder this Agreement, the Sub-Adviser shall have not be liable for any expenses of the sole Manager, the Fund or the Series including, without limitation, (i) interest and exclusive responsibility taxes, (ii) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Series, and (iii) custodian fees and expenses.
(i) Open accounts with broker-dealers and futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the making Series, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and execution of all investment decisions negotiate commissions, if applicable. To the extent consistent with applicable law, purchase or sell orders for the Fund. The Adviser agrees to consult Series may be aggregated with the Sub-Adviser regarding proposed material changes to the objective, policies contemporaneous purchase or restrictions sell orders of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board other clients of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to In such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales event allocation of securities with broker-dealers.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instanceThe Sub-Adviser will report on such allocations at the request of the Manager, however, will the Fund or the Fund’s assets be purchased from or sold Board of Directors providing such information as the number of aggregated trades to which the Series was a party, the broker-dealers to whom such trades were directed and the basis for the allocation for the aggregated trades. The Sub-Adviser shall use its best efforts to obtain execution of transactions for the Series at prices which are advantageous to the Adviser, Series and at commission rates that are reasonable in relation to the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviserbenefits received. However, the Sub-Adviser may select brokers or dealers on the principal underwriterbasis that they provide brokerage, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and research or other appropriate parties providing services to the Fund to promptly forward misdirected proxies or products to the Sub-Adviser. To the extent consistent with applicable law, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to the Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Adviser in managing the Series. In addition, joint repurchase or other accounts may not be utilized by the Series except to the extent permitted under any exemptive order obtained by the Sub-Adviser provided that all conditions of such order are complied with.
(j) Maintain all accounts, books and records with respect to the Series as are required of an investment advisor of a registered investment company pursuant to the 1940 Act and Investment Advisers Act of 1940 (the “Investment Advisers Act”), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Series are the property of the Fund, agrees to preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Series and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for a Series upon request by the Fund or the Manager. The Sub-Adviser shall provide has no responsibility for the maintenance of Fund records except insofar as is directly related to the Advisor services the Sub-Adviser provides to a Series.
(k) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics adopted pursuant to that Rule as the same may be amended from time to time. The Manager acknowledges receipt of a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts current Code of interest and a copy of any summary of the procedures, if applicableEthics. Sub-Adviser shall also be responsible for maintaining records with respect promptly forward to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days Manager a copy of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices material amendment to the Sub-Adviser.
(i) The ’s Code of Ethics along with certification that the Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair has implemented procedures for administering the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation Code of senior (key) personnel who are directly responsible for portfolio management for the FundEthics.
(jl) From time to time as the Manager or the Fund may request, furnish the requesting party reports on portfolio transactions and reports on investments held by a Series, all in such detail as the Manager or the Fund may reasonably request. The Sub-Advisor shall have no responsibility Adviser will make available its officers and employees to meet with the Fund’s Board of Directors at the Fund’s principal place of business on due notice to review the investments of a Series.
(m) Provide such information as is customarily provided by a Sub-Adviser and may be required for filing claims the Fund or the Manager to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Investment Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(n) Vote proxies received on behalf of the Adviser or the Trust Series in a manner consistent with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility proxy voting policies and procedures and provide a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by SEC rule.
(o) Respond to tender offers, rights offerings and other voluntary corporate action requests affecting securities held by the Fund and assist the Manager in compling and filing notices of claims in connection with respect to such matters shall be limited to cooperating with class action lawsuits concerning securities owned by the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the TrustFund.
Appears in 1 contract
Samples: Sub Advisory Agreement (Principal Investors Fund Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility advisory services for the making Portfolio or Segment, including but not limited to research, advice and execution of all investment decisions supervision for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies Portfolio or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedSegment.
(2b) In carrying out its obligations to manage Implement the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities and other assets without prior consultation with the Adviser and without regard to the length of time the securities have been held, the resulting rate of portfolio turnover or any tax considerations, subject always to the provisions of the Fund’s registration statement, Articles of Incorporation and Bylaws and the requirements of the 1940 Act, as each of the same shall be from time to time in effect; provided however, that copies of all such documents shall have been provided to Sub-Adviser prior to their effectiveness marked to show the proposed changes.
(c) Maintain, as applicable to the Sub-Adviser shall arrange for Adviser’s investment advisory services obligations, compliance with the transmission 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Portfolio or Segment investment strategies and restrictions as stated in the Fund’s prospectus and statement of additional information subject to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) receipt of such confirmation, trade tickets and other documents additional information as may be necessary required from the Adviser and provided in accordance with Section 14(d) of this Agreement.
(d) Report to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably request in order to enable them it to perform their administrative responsibilities with respect to determine that the Fundinvestment policies, procedures and approved investment program of the Portfolio or Segment are being observed. The Sub-Adviser shall render such reports to will also keep the Adviser and/or to Adviser, and, as appropriate, the Trust’s Board of Trustees concerning the investment activity and portfolio composition Directors, informed of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of important developments affecting the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Portfolio and the Sub-Adviser, and on its own initiative will furnish the SubAdviser and the Board of Directors from time-Adviser shall make to-time with such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed believe appropriate, whether concerning the commission which another broker would have charged for effecting individual companies whose securities are held by the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Portfolio or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and industries in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealerswhich they engage.
(be) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall Furnish, at its own expense, (i) comply with all reasonable requests of the Trust (through the Adviser) for informationnecessary investment and management facilities, including information salaries of clerical and other personnel required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissionsfor it to execute its duties faithfully, and (ii) provide such other services as administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Sub-Adviser shall from time to time determine to be necessary to the administration efficient conduct of the Trustinvestment advisory affairs of the Portfolio or Segment undertaken by it.
(df) At such intervals Open accounts with broker-dealers and in such form as futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the Portfolio or Segment, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law and the investment objectives of the Portfolio, purchase or sell orders for the Portfolio or Segment may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the aggregated with contemporaneous purchase or sale sell orders of a security to be in the best interest other clients of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the . In such event allocation of securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. In no instance, however, The Sub-Adviser will seek to obtain best execution of transactions for the Fund’s assets be purchased from Portfolio or sold Segment at prices which are advantageous to the Portfolio or Segment and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Adviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Adviser. To the extent consistent with applicable law, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to the Portfolio or Segment as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Adviser in managing the Portfolio or Segment. In the event that the Adviser or the Fund shall direct the selection of broker-dealers for the execution of security transactions for all or a portion of the Portfolio or any Segment managed by the Sub-Adviser, the TrustAdviser and/or the Fund shall instruct the Sub-Adviser in writing with the name(s) of such designated broker(s) (a “directed broker”), which instruction shall not be deemed effective until countersigned by the Sub-Adviser, and the Adviser and/or the Fund specifically agree that the Sub-Adviser shall not be responsible to seek best execution for portfolio transactions placed with such directed broker.
(g) Upon reasonable request, provide assistance and recommendations for the determination of the fair value of certain securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s principal underwriterBoard of Directors.
(h) Maintain all accounts, books and records with respect to the Portfolio or any affiliated person Segment as are required pursuant to the 1940 Act and Investment Advisers Act, and the rules thereunder, and furnish the Fund and the Adviser with such periodic and special reports as the Fund or Adviser may reasonably request. In compliance with the requirements of either Rule 31 a-3 under the Trust, the Adviser1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Portfolio or Segment are the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions property of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions preserve for the periods set forth in client accounts consistent with Rule 31a-2 under the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials 1940 Act any records that it maintains for the Portfolio or Segment and that are required to be responsible for voting in its discretion maintained by Rule 31a-1 under the 1940 Act, and handling all proxies in relation further agrees to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services surrender promptly to the Fund to promptly forward misdirected proxies to any records that it maintains for the Sub-Portfolio or Segment upon request by the Fund or the Adviser. The Sub-Adviser shall provide has no responsibility for the maintenance of Fund records except insofar as is directly related to the Advisor services the Sub-Adviser provides to the Portfolio or Segment.
(i) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics adopted pursuant to such Rule 17j-1 and Rule 204A-1 under the Investment Advisers Act as the same may be amended from time to time. The Adviser acknowledges receipt of a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts current Code of interest and a copy of any summary of the procedures, if applicableEthics. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided promptly forward to the Adviser within 5 business days a copy of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices material amendment to the Sub-Adviser.
(i) The ’s Code of Ethics along with certification that the Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair has implemented procedures for administering the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation Code of senior (key) personnel who are directly responsible for portfolio management for the FundEthics.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of From time to time as the Adviser or the Trust Fund may reasonably request, furnish the requesting party reports on portfolio transactions and reports on investments held by the Portfolio or Segment, all in such detail as the Adviser or the Fund may reasonably request. The Sub-Adviser will make available its officers and employees to meet with the Adviser’s Board of Directors at the Adviser’s principal place of business on reasonable notice to review the investments of the Portfolio or Segment.
(k) Upon request by the Adviser, provide such information as may be required for the Fund or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Investment Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(l) Provide a copy of the Sub-Adviser’s Form ADV and any material amendments thereto contemporaneously with the filing of such documents with the Securities and Exchange Commission or other regulatory agency.
(m) The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to act for the Portfolio in any legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Portfolio or Segment or the issuers of such securities; provided that the Sub-Adviser shall advise and consult with the Adviser with respect to any class actionsuch proceedings of which the Sub-Adviser becomes aware. The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to vote or give any advice about how to vote proxies for securities held by the Portfolio or Segment.
(n) In carrying out its obligations under this Agreement, bankruptcy proceeding the Sub-Adviser shall at all times comply with:
(i) all applicable provisions of the 1940 Act and the Investment Advisers Act, and all rules and regulations adopted thereunder;
(ii) the provisions of the registration statement of the Fund, as it may be amended from time-to-time, under the 1940 Act;
(iii) the provisions of the Articles of Incorporation of the Fund, as they may be amended from time-to-time;
(iv) the provisions of the By-laws of the Fund, as they may be amended from time-to-time, or resolutions of the Board of Directors as may be adopted from time-to-time;
(v) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Fund or the Portfolio; and
(vi) any other action applicable provisions of federal or proceeding state law.
(o) As in which the case with respect to the Adviser or under the Trust may Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser relating to the Portfolio, shall at times be entitled subject to participate as a result the direction and control of the Fund’s security holdings. The Sub-Board of Directors, as well as the Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment of the assets of the Fund shall at all times be subject advisory services, including but not limited to the applicable provisions of the Declaration of Trustportfolio securities selection, the Bylawsresearch, the Registration Statement, the current Prospectus advice and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedSegment.
(2b) In carrying out its obligations to manage Implement the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous approved investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program Segment by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities in its discretion and without prior consultation with the Adviser, subject always to the provisions of the 1940 Act and the Fund’s Registration Statement, Articles of Incorporation and By-Laws, as then in effect; provided however, that current copies of all such documents shall have been provided to Sub-Adviser.
(c) Instruct the Portfolio’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(d) Maintain, as applicable to the Sub-Adviser shall arrange for Adviser’s investment advisory services obligations, compliance with the transmission 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Segment investment objective, strategies and restrictions as stated in the Portfolio’s prospectus and statement of additional information subject to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) receipt of such confirmation, trade tickets and other documents additional information as may be necessary required from the Adviser and provided in accordance with Section 14(d) of this Agreement.
(e) Report on the activities in the performance of its duties and obligations under this Agreement to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably request in order to enable them it to perform their administrative responsibilities with respect to determine that the Fundinvestment policies, procedures and approved investment program of the Segment are being observed. The Sub-Adviser shall render such reports to will also keep the Adviser and/or to the Trust’s Board of Trustees concerning Directors informed of important developments affecting the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Segment and the Sub-Adviser, and on its own initiative will furnish the SubAdviser and the Board of Directors from time-Adviser shall make to-time with such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission believe appropriate, whether concerning the individual companies whose securities are held by the Segment, the industries in which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such brokerthey engage, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to economic, social or political conditions prevailing in each country in which the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealersSegment maintains investments.
(bf) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall Furnish, at its own expense, (i) comply with all reasonable requests of the Trust (through the Adviser) for informationnecessary investment and management facilities, including information salaries of clerical and other personnel required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissionsfor it to execute its duties hereunder, and (ii) provide such other services as administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Sub-Adviser shall from time to time determine to be necessary to the administration efficient performance of the Trustits duties under this Agreement.
(dg) At such intervals Open accounts with broker-dealers and in such form as futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the Segment, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law, purchase or sell orders for the Segment may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the aggregated with contemporaneous purchase or sale sell orders of a security to be in the best interest other clients of a Fund as well as other clients, the Sub-Adviser. In such event, to the extent permitted by applicable law, may aggregate the allocation of securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees will seek to effect securities obtain best execution of transactions for the Segment at prices which are advantageous to the Segment and at commission rates that are reasonable in client accounts consistent with relation to the allocation system described in such written procedures.
(g) benefits received. The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to may select brokers or dealers on the securities held in the Fund. The Adviser shall instruct the custodian and basis that they provide brokerage, research or other appropriate parties providing services to the Fund to promptly forward misdirected proxies or products to the Sub-Adviser. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. With respect to any investments for the Segment that are permitted to be made by the Sub-Adviser in accordance with this Agreement, the Adviser hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Portfolio, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes, and agrees to provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the funds necessary to complete such agreements and other documentation.
(h) Upon reasonable request, provide assistance and recommendations for the determination of the fair value of certain portfolio securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s Board of Directors.
(i) Maintain all accounts, books and records with respect to the Segment as are required pursuant to the 1940 Act and Advisers Act, and the rules thereunder, and furnish the Fund and the Adviser with such periodic and special reports as the Fund or Adviser may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Segment are the property of the Fund, agrees to preserve for the periods set forth in Rule 31a-2 under the 1940 Act any records that it maintains for the Segment and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for the Segment upon request by the Fund or the Adviser. The Sub-Adviser shall provide has no responsibility for the maintenance of Fund records except insofar as is directly related to the Advisor services the Sub-Adviser provides to the Segment. To the extent that the Sub-Adviser maintains records in compliance with the requirements of Rule 204-2 under the Advisers Act, the Fund hereby agrees that such records are the property of the Sub-Adviser, copies of which the Sub-Adviser will provide promptly to the Fund upon request by the Fund or the Adviser.
(j) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics adopted pursuant to such Rule 17j-1 and Rule 204A-1 under the Advisers Act as the same may be amended from time to time. The Adviser acknowledges receipt of a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts current Code of interest and a copy of any summary of the procedures, if applicableEthics. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided promptly forward to the Adviser within 5 business days a copy of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices material amendment to the Sub-Adviser.
(i) The ’s Code of Ethics along with certification that the Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair has implemented procedures for administering the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation Code of senior (key) personnel who are directly responsible for portfolio management for the FundEthics.
(jk) The Sub-Advisor shall have no responsibility for filing claims on behalf of From time to time as the Adviser or the Trust Fund may reasonably request, furnish the requesting party reports on portfolio transactions and reports on investments held by the Segment, all in such detail as the Adviser or the Fund may reasonably request. The Sub-Adviser will make available, upon the reasonable request of the Fund or the Adviser, its officers and employees to meet with the Adviser’s Board of Directors at the Adviser’s principal place of business on reasonable notice to review the investments of the Segment.
(l) Upon reasonable request by the Adviser, provide such information with respect to the Segment as may be required for the Fund or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(m) Provide a copy of the Sub-Adviser’s Form ADV and any material amendments thereto as soon as reasonably possible after the filing of such documents with the Securities and Exchange Commission or other regulatory agency.
(n) The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to act for the Portfolio in any legal proceedings, including the filing of claims relating to portfolio securities in bankruptcies or class actions, involving securities held or previously held by the Portfolio or Segment or the issuers of such securities; provided that the Sub-Adviser shall advise and consult with the Adviser with respect to any class actionsuch proceedings of which the Sub-Adviser becomes aware. The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to vote or give any advice about how to vote proxies for securities held by the Portfolio or Segment; however, bankruptcy proceeding the Sub-Adviser shall, upon request of the Adviser, advise on corporate actions, such as mergers and tender offers, involving portfolio securities held by the Portfolio or any other action or proceeding in which Segment.
(o) In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:
(i) all applicable provisions of the 1940 Act and the Advisers Act, and all rules and regulations adopted thereunder;
(ii) provided that the Sub-Adviser has received a current copy from the Adviser or the Trust Fund, the provisions of the Registration Statement of the Fund, as it may be entitled amended from time-to-time, under the 1940 Act;
(iii) provided that the Sub-Adviser has received a current copy from the Adviser or the Fund, the provisions of the Articles of Incorporation of the Fund, as they may be amended from time-to-time;
(iv) provided that the Sub-Adviser has received a current copy from the Adviser or the Fund, the provisions of the By-laws of the Fund, as they may be amended from time-to-time, or resolutions of the Board of Directors as may be adopted from time-to-time; and
(v) any other provisions of federal or state law applicable to participate as a result the Segment.
(p) As in the case with respect to the Adviser under the Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser relating to the Portfolio shall at times be subject to the direction and control of the Fund’s security holdings. The Board of Directors as well as the Adviser.
(q) Notwithstanding anything herein to the contrary, the Adviser shall be responsible for monitoring, testing and notifying the Sub-AdviserAdviser of the Segment’s responsibility with respect to such matters shall be limited to cooperating non-compliance with the Code. Based on information and direction provided by the Adviser, administrator, custodian or other service provider for the Portfolio, the Sub-Adviser and shall take all necessary steps, consistent with any direction so provided, to ensure the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters Portfolio’s ongoing compliance with the Adviser and the TrustCode.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated shall likewise be subject to requirements as set forth in Subchapter M of the Sub-Adviser in writingInternal Revenue Code, as amended (the "Code"). Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to if the objectiveFund’s objectives, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundFunds, the Sub-Adviser shall: (ia) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries countries or regions, the securities of which are included in the Fund's portfolio or are under consideration for inclusion therein; (b) formulate and implement a continuous investment program for the Fund consistent with the Fund's investment objective and related investment policies for as set forth in the Fund Trust's Registration Statement, as described aboveamended; and (iic) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities, including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities on behalf of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the custodian for the Trust (the “Custodian”) on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Adviser will not take custody of any Fund investments.
a. The Sub-Adviser shall work with the appropriate parties (e.g., broker-dealers, Custodian) to help facilitate appropriate settlement of each purchase or sale of assets and securities executed by the Sub-Adviser on behalf of the Fund. Sub-Adviser shall communicate all trade details (including cancellations and revisions) to the Adviser, the broker, and the Fund’s Custodian on a timely basis.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in the Fund. The Adviser shall retain all responsibility for the investment and management of such cash for the Fund and for investing the cash in compliance with applicable regulations and interpretations, including any daily sweep into another investment vehicle. The Adviser will take actions reasonably designed to ensure that the Sub-Adviser’s daily management of the Fund will not be impacted by the liquidity of the invested cash.
c. The Sub-Adviser shall only be responsible for trading foreign currency to facilitate portfolio transactions in securities denominated in certain foreign currencies directed by the Adviser and agreed to by the Sub-Adviser. The Custodian shall be responsible for trading all other foreign currency.
d. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s 's Board of Trustees concerning the investment activity and portfolio composition of the Fund Funds in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
e. Subject to the prior review and written approval of the Adviser, including but not limited to prior approval of all proposed derivatives counterparties, the Sub-Advisor is duly authorized and empowered by the Adviser to (a) agree and thereafter to sign or execute (as deeds where appropriate), and deliver, on the Fund’s behalf, various agreements, contracts and deeds, including but not limited to, any contracts governing exchange traded derivatives ("ETD Derivatives"), derivatives traded through a swaps execution facility (“SEF Derivatives”) or over-the-counter derivatives ("OTC Derivatives") and any or other documents related to, connected with, necessary for, ancillary to or associated with such agreements, contracts and deeds such as, but not limited to, schedules and annexes, confirmations and master netting agreements, which and when it deems appropriate in order for the Fund to trade OTC Derivatives, SEF Derivatives and Exchange Traded Derivatives with different counterparties (collectively, the "Derivatives Agreements") and any and all other documentation (including fee letters) relating to, connected with, necessary for, ancillary to or associated with the Derivatives Agreements and to (b) do all acts, including, without limitation opening accounts with a counterparty on behalf of the Fund, to sign or execute all such documents (as deeds where appropriate), to give such undertakings and assurances and to take all other actions necessary or desirable for the purpose of giving effect to all or any of the actions or transactions hereby contemplated. In connection with entering the Derivatives Agreements on behalf of the Fund, Sub-Adviser shall ensure that all such Derivatives Agreements conform to the requirements of applicable law, including, without limitation, the 1940 Act applicable to the Fund, the Xxxx Xxxxx Wall Street Reform and Customer Protection Act of 2010 and the European Market Infrastructure Regulation, including with respect to reporting of derivatives transactions. Notwithstanding the foregoing, in no event shall Sub-Adviser: (i) open any account for which collateral is required to be posted by the Fund unless and until the Adviser has provided written confirmation that the appropriate collateral control agreements among the Fund, the Custodian and the relevant counterparty are in full force and effect; (ii) cause the Fund to enter into derivative transactions that would cause the Fund to exceed the de minimis test for commodity pool operator registration set forth in CFTC Regulation 4.5; and (iii) provide recourse to the assets of any entity other than the Fund or, in respect to the representations provided in the Derivatives Agreements, to the assets of Sub-Adviser, in respect to obligations assumed under the Derivatives Agreements. Notwithstanding the foregoing, Adviser may, in its sole discretion, enter into any Derivatives Agreements on behalf of the Fund and may request that Sub-Advisor be authorized to enter transactions pursuant to such Derivatives Agreements. In any event, Sub-Advisor shall provide Adviser or any counterparty such representations, warranties or other information as is necessary and appropriate in order to effectuate such trading authorization.
f. The Sub-Advisor shall be permitted to provide such information regarding the Fund to counterparties, broker-dealers and other third parties that is necessary and appropriate to purchase or sell assets, open accounts or such other actions in order to carry out the investment objective as detailed in this Agreement.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All Trust records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange CommissionCommission (“SEC”), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s 's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. .
(a) The Sub-Adviser shall render such reports to the Adviser and/or to the FundTrust’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Fund as it uses in providing services to fiduciary accounts for which it has direct investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities SEC, including restrictions and Exchange Commission limitations provided in providing investment management services with respect to the Fund1940 Act.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for informationinformation relating to the Sub-Adviser’s obligations under this Agreement, including information required in connection with the Trust’s 's filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) shall provide such other services as the Sub-Adviser shall from time to time may reasonably determine to be necessary to the administration of the Trustor useful.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s 's Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s 's officers or Board of Trustees shall reasonably request.
(e) On occasions when the The Sub-Adviser deems the purchase or sale of a security to be may, but is not required, in the best interest of a Fund as well as other clients, the Sub-Adviserits discretion and consistent with its fiduciary obligations, to the extent permitted by applicable law, may bunch or aggregate the securities to be so sold or purchased in order to obtain on behalf of the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasionFund with orders of other clients, and to allocate the extent permitted by applicable law and regulations, allocation aggregate amount of the securities so purchased or sold, as well as investment and the expenses incurred associated costs thereof among the accounts in a manner over time which is no less favorable to the transaction, Fund than other clients of the Sub-Adviser. Any such aggregated trades will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations written procedures, and agrees to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to the Fund and to such other clientsFunds. In no instance, however, will the Fund’s Funds' assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s 's principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundFund on a timely basis. The Adviser shall instruct the custodian Custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor Adviser a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, request written or oral (voting records should be available in hard and soft copy).
(hg) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and promptly provide and respond to the Advisor a response to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(ih) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(ji) The Sub-Advisor shall have no responsibility for filing claims Adviser shall:
a. at least annually, make an in-person presentation to the Trust's Board of Trustees on behalf the Sub-Adviser’s performance of its services and the investment performance of the Adviser Funds;
b. respond to any formal questionnaire from the Trust's Board of Trustees, or the Board’s counsel, in performing the Sub-Adviser’s duties under Section 15(c) of the 1940 Act related to contract renewal;
c. respond to a formal questionnaire from the Adviser’s management in performing the Sub-Adviser’s duties under Section 15(c) related to contract renewal;
d. respond to compliance questionnaires from Adviser’s compliance officers in performance of the Sub-Adviser’s duties; and
e. with reasonable prior notice, make marketing presentations to various groups, including but not limited to broker/dealers, wholesalers, advisors, shareholders, industry participants, or member of the press;
f. The Sub-Adviser shall not hold any cash or other assets of the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled Fund; and
g. Where the Sub-Adviser executes an order on the Fund's behalf and when placing an order with, or passing an order to, other entities, the Sub-Adviser will do so in accordance with its order execution policy as updated from time to participate as a result time at the discretion of the Fund’s security holdingsSub-Adviser. The Sub-Adviser shall promptly provide an update of the information disclosed about its order execution policy where there is a material change to the information that previously had been provided to the Adviser’s responsibility with respect to such matters shall be limited to cooperating with , the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser Fund and the Trust, and which relates to the services the Sub-Adviser is providing hereunder.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFunds:
(1) The investment of the assets of the Fund Funds shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund Funds as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated shall likewise be subject to requirements as set forth in Subchapter M of the Sub-Adviser in writingInternal Revenue Code, as amended (the “Code”). Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFunds, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the each Fund. The Adviser agrees to consult with the Sub-Adviser regarding any proposed material changes to the objectiveFund objectives, polices or restrictions and to promptly inform the Sub-Adviser if such objectives, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundFunds, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund Funds consistent with the investment objective and related investment policies for the such Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii) take such steps as are necessary to implement arrange for the aforementioned investment program by placing orders for purchases purchase and sales sale of securities with brokereither directly or through the placement of third-dealersparty brokers.
(3) In connection with the purchase and sale of securities on behalf of the FundFunds, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the custodian for the Trust (the “Custodian”) on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Funds. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Funds. The Sub-Adviser will not take custody of any Fund investments.
a. The Sub-Adviser shall work with the appropriate parties (e.g., broker-dealers, Custodian) to help facilitate appropriate settlement of each purchase or sale executed by the Sub-Adviser on behalf of the Funds. Sub-Adviser shall communicate all trade details (including cancellations and revisions) to the Adviser, the broker, and the Fund’s Custodian on a timely basis.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in each Fund. The Adviser shall retain all responsibility for the investment and management of such cash, including any daily sweep into another investment vehicle.
c. The Sub-Adviser shall only be responsible for trading foreign currency to facilitate portfolio transactions in securities denominated in certain foreign currencies directed by the Adviser and agreed to by the Sub-Adviser. The Custodian shall be responsible for trading all other foreign currency.
d. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Funds in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s Funds’ portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange CommissionCommission (“SEC”), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s Funds’ transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the FundTrust’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdingsFunds, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Funds as it uses in providing services to fiduciary accounts for which it has direct investment responsibility. The Sub-Adviser will materially comply comply, in all material aspects related to the provision of services hereunder, with all applicable rules and regulations of the Securities SEC, including restrictions and Exchange Commission limitations provided in providing investment management services with respect to the Fund1940 Act.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for informationinformation relating to the Sub-Adviser’s obligations under this Agreement, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) with its prior consent (not to be unreasonably withheld) provide such other assistance that relates to the services as the provided by Sub-Adviser shall hereunder as the Adviser from time to time may reasonably determine to be necessary to the administration of the Trustor useful.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the The Sub-Adviser deems the purchase or sale of a security to be may, but is not required, in the best interest of a Fund as well as other clients, the Sub-Adviserits discretion and consistent with its fiduciary obligations, to the extent permitted by applicable law, may bunch or aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell on behalf of a particular security for one or more clients in different amounts. On either occasionFund with orders of other clients, and to allocate the extent permitted by applicable law and regulations, allocation aggregate amount of the securities so purchased or sold, as well as investment and the expenses incurred associated costs thereof among the accounts in a manner over time which is no less favorable to the transaction, Fund than other clients of the Sub-Adviser. Any such aggregated trades will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations written procedures, and agrees to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to the Fund and to such other clientsFunds. In no instance, however, will the Fund’s Funds’ assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundFunds on a timely basis. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor Adviser a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the FundFunds. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(hg) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and promptly provide and respond to the Advisor a response to all corresponding requests for information in relation to the securities held in the FundFunds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected corporate action notices to the Sub-Adviser.
(ih) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for the portfolio management for the of either Fund.
(ji) The Sub-Advisor shall have no responsibility for filing claims Adviser shall:
a. at least annually, make an in-person presentation to the Trust’s Board of Trustees on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility performance of its services and the investment performance of the Funds;
b. respond to any formal questionnaire from the Trust’s Board of Trustees in performing the Sub-Adviser’s duties under Section 15(c) of the 1940 Act related to contract renewal;
c. respond to a formal questionnaire from the Adviser’s management in performing the Sub-Adviser’s duties under Section 15(c) related to contract renewal;
d. respond to compliance questionnaires from Adviser’s compliance officers in performance of the Sub-Adviser’s duties; and
e. with respect reasonable prior notice, make marketing presentations to such matters shall be various groups, including but not limited to cooperating with broker/dealers, wholesalers, advisors, shareholders, industry participants, or member of the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trustpress.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the TrustFund:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Fund or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees periodic reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscustomers. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers are “fair and equitable” to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Fund or as described abovethe Trust’s Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund Multi-Asset Segment of the Trust:Fund.
(1i) The investment of the assets of the Fund Multi-Asset Segment shall at all times be subject to (i) the applicable provisions of the Trust’s Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement registration statement, (ii) current prospectus and statement of Additional Information of additional information and (iii) the Trust investment objectives, policies and restrictions applicable to the Multi-Asset Segment as set forth in such documents, all in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser time and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund Multi-Asset Segment, as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall be responsible for allocating the Multi-Asset Segment’s assets among the series of either the Xxxxxxx & Xxxx Advisors Funds (Trust) or the Ivy Funds (each such fund is an “Underlying Affiliated Fund” and collectively, the “Underlying Affiliated Funds”) provided for such use by Adviser; provided that the Adviser and Sub-Adviser agree that the Adviser shall be responsible for all trading and investment execution activities on behalf of the Multi-Asset Segment of the Fund based on instructions provided by the Sub-Adviser and that the Sub-Adviser shall have the sole and exclusive responsibility for the making and no responsibilities with respect to trading or investment execution of all investment decisions for with respect to the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the FundFund as they relate to the Multi-Asset Segment; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictionsrestrictions with respect to the Multi-Asset Segment, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2ii) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundMulti-Asset Segment into the Underlying Affiliate Funds, the Sub-Adviser shall: shall (iA) formulate and implement a continuous investment program for the Fund Multi-Asset Segment consistent with the investment objective and related investment policies for the Fund with respect to the Multi-Asset Segment as described above; (B) conform to the requirements as set forth in Subchapter M of the Internal Revenue Code, as amended, in addition to the relevant regulations and rules of the SEC and any other relevant regulatory bodies with respect to the Multi-Asset Segment; and (iiC) take such steps as are necessary shall coordinate and cooperate with the Adviser to implement monitor trades. In addition, Sub-Advisor shall use commercially reasonable efforts to coordinate and cooperate with the aforementioned investment program by placing orders Adviser to monitor regulatory developments to remain in compliance with the applicable rules and regulations with respect to the Fund; provided that the Advisor and Sub-Adviser acknowledge and agree that the Adviser and/or the Board, and not the Sub-Adviser, has ultimate responsibility for purchases and sales of securities all compliance matters with broker-dealers.respect to the Fund
(3A) In connection with the purchase and sale of securities of the FundMulti-Asset Segment, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets standing instructions and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or and to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Multi-Asset Segment in such reasonable form and at such reasonable intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission SEC in providing investment management services with respect to the Multi-Asset Segment; provided that the Advisor and Sub-Adviser acknowledge and agree that the Adviser and/or the Board, and not the Sub-Adviser, has ultimate responsibility for all compliance matters with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for informationinformation regarding the Multi-Asset Segment and the Sub-Advisers services thereto, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees Board, reports on the investment performance of the Fund Multi-Asset Segment and on the performance of its obligations under this Agreement and shall supply such additional additional, reasonable, reports and information regarding the Multi-Asset Segment as the Board or the Trust’s officers or Board of Trustees shall reasonably may request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and not be responsible for voting in its discretion and handling all any proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of or taking any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records action with respect to corporate action elections for proxies and corporate actions with respect to securities held by the proxy votes cast for Multi-Asset Segment, which shall be the Fund. The records shall conform to responsibility of the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy)Adviser.
(hf) The Sub-Adviser shall review all notices, including including, but not limited to to, corporate action notices, and shall provide and respond to all corresponding requests for information in relation to the securities held in the FundMulti-Asset Segment; provided that the Advisor and Sub-Adviser acknowledge and agree that the Adviser and/or the Board, and not the Sub-Adviser, has ultimate responsibility for responding to all such notices. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Multi-Asset Segment to promptly forward misdirected corporate action notices to the Sub-Adviser.
(ig) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely in the commercially reasonable judgment of Sub-Adviser to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or and any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the FundMulti-Asset Segment and listed on Exhibit A hereto.
(jh) The Sub-Advisor Adviser shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts commercially reasonable in sharing applicable information regarding such matters with the Adviser and the Trust.
(i) Except as otherwise provided herein, Sub-Adviser may not delegate to one or more entities or affiliates any of the investment advisory services relating to the services described in this Agreement for which Sub-Adviser is responsible without the prior written consent and approval of the Adviser and the Board.
(j) For greater clarity, the Sub-Adviser shall have no responsibility or liability of any kind with respect to the Private Equity Segment of the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Waddell & Reed Advisors Funds)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund Portfolio of the TrustCorporation:
(1) The investment of the assets of the Fund Portfolio shall at all times be subject to the applicable provisions of the Declaration Articles of TrustIncorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, Corporation and shall conform to the investment objectives, policies and restrictions of the Fund Portfolio as set forth in such documents provided to Sub-Adviser adviser and as interpreted from time to time by the Board of Trustees Directors of the Trust Corporation and by the Adviser, including diversification of the holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the "Code"), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Corporation as a whole is "adequately diversified" if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsPortfolio, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the FundPortfolio. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the in writing if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundPortfolio, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund Portfolio consistent with the investment objective and related investment policies for the Fund Portfolio as described aboveset forth in the Corporation's Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the FundPortfolio, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust Corporation on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the FundPortfolio. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Portfolio. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Corporation's Board of Trustees Directors concerning the investment activity and portfolio composition of the Fund Portfolio in such form and at such intervals as the Adviser or the Corporation's Board of Directors may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the TrustCorporation, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Corporation's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio Portfolio's transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust Corporation in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Corporation and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust Corporation or any person retained by the TrustCorporation. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s Portfolio's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Portfolio's or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Corporation's Board of Trustees at such intervals and in such form as may be mutually agreed Directors regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s Portfolio's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Portfolio as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust Corporation (through the Adviser) for information, including information required in connection with the Trust’s 's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the TrustCorporation.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Corporation's Board of Trustees Directors periodic reports on the investment performance of the Fund Portfolio and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s Corporation's officers or Board of Trustees Directors shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clientscustomers. In no instance, however, will the Fund’s Portfolio's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal Corporation's underwriter, or any affiliated person of either the TrustCorporation, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “are "fair and equitable” " to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Portfolio or as described abovethe Corporation's Board of Directors may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundPortfolio. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Portfolio to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the FundPortfolio. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the FundPortfolio. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Portfolio to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (W&r Target Funds Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment of the assets of the Fund shall at all times be subject advisory services, including but not limited to the applicable provisions of the Declaration of Trustportfolio securities selection, the Bylawsresearch, the Registration Statement, the current Prospectus advice and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies Portfolio or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedSegment.
(2b) In carrying out its obligations to manage Implement the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous approved investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program Portfolio or Segment by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities in its discretion and without prior consultation with the Adviser, subject always to the provisions of the 1940 Act and the Fund’s Registration Statement, Articles of Incorporation and By-Laws, as then in effect; provided however, that current copies of all such documents shall have been provided to Sub-Adviser.
(c) Instruct the Portfolio’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio;
(d) Maintain, as applicable to the Sub-Adviser shall arrange for Adviser’s investment advisory services obligations, compliance with the transmission 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Portfolio or Segment investment objective, strategies and restrictions as stated in the Portfolio’s prospectus and statement of additional information subject to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) receipt of such confirmation, trade tickets and other documents additional information as may be necessary required from the Adviser and provided in accordance with Section 14(d) of this Agreement.
(e) Report on the activities in the performance of its duties and obligations under this Agreement to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably request in order to enable them it to perform their administrative responsibilities with respect to determine that the Fundinvestment policies, procedures and approved investment program of the Portfolio or Segment are being observed. The Sub-Adviser shall render such reports to will also keep the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition Directors informed of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of important developments affecting the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Portfolio and the Sub-Adviser, and on its own initiative will furnish the SubAdviser and the Board of Directors from time-Adviser shall make to-time with such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission believe appropriate, whether concerning the individual companies whose securities are held by the Portfolio, the industries in which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such brokerthey engage, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to economic, social or political conditions prevailing in each country in which the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealersPortfolio maintains investments.
(bf) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall Furnish, at its own expense, (i) comply with all reasonable requests of the Trust (through the Adviser) for informationnecessary investment and management facilities, including information salaries of clerical and other personnel required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissionsfor it to execute its duties hereunder, and (ii) provide such other services as administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Sub-Adviser shall from time to time determine to be necessary to the administration efficient conduct of the Trustinvestment advisory affairs of the Portfolio or Segment.
(dg) At such intervals Open accounts with broker-dealers and in such form as futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the Portfolio or Segment, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law and the investment objective and policies of the Portfolio, purchase or sell orders for the Portfolio or Segment may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the aggregated with contemporaneous purchase or sale sell orders of a security to be in the best interest other clients of a Fund as well as other clients, the Sub-Adviser. In such event, to the extent permitted by applicable law, may aggregate the allocation of securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees will seek to effect securities obtain best execution of transactions for the Portfolio or Segment at prices which are advantageous to the Portfolio or Segment and at commission rates that are reasonable in client accounts consistent with relation to the allocation system described in such written procedures.
(g) benefits received. The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to may select brokers or dealers on the securities held in the Fund. The Adviser shall instruct the custodian and basis that they provide brokerage, research or other appropriate parties providing services to the Fund to promptly forward misdirected proxies or products to the Sub-Adviser. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to the Portfolio or Segment as well as to accounts over which they exercise investment discretion. With respect to any investments for the Portfolio that are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objective and policies of the Portfolio as outlined in the Portfolio’s prospectus and statement of additional information, the Adviser hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Portfolio, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes, and agrees to provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the funds necessary to complete such agreements and other documentation.
(h) Upon reasonable request, provide assistance and recommendations for the determination of the fair value of certain portfolio securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s Board of Directors.
(i) Maintain all accounts, books and records with respect to the Portfolio or Segment as are required pursuant to the 1940 Act and Advisers Act, and the rules thereunder, and furnish the Fund and the Adviser with such periodic and special reports as the Fund or Adviser may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Portfolio or Segment are the property of the Fund, agrees to preserve for the periods set forth in Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio or Segment and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for the Portfolio or Segment upon request by the Fund or the Adviser. The Sub-Adviser shall provide has no responsibility for the maintenance of Fund records except insofar as is directly related to the Advisor services the Sub-Adviser provides to the Portfolio or Segment.
(j) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics adopted pursuant to such Rule 17j-1 and Rule 204A-1 under the Advisers Act as the same may be amended from time to time. The Adviser acknowledges receipt of a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts current Code of interest and a copy of any summary of the procedures, if applicableEthics. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided promptly forward to the Adviser within 5 business days a copy of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices material amendment to the Sub-Adviser.
(i) The ’s Code of Ethics along with certification that the Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair has implemented procedures for administering the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation Code of senior (key) personnel who are directly responsible for portfolio management for the FundEthics.
(jk) The Sub-Advisor shall have no responsibility for filing claims on behalf of From time to time as the Adviser or the Trust Fund may reasonably request, furnish the requesting party reports on portfolio transactions and reports on investments held by the Portfolio or Segment, all in such detail as the Adviser or the Fund may reasonably request. The Sub-Adviser will make available, upon the reasonable request of the Fund or the Adviser, its officers and employees to meet with the Adviser’s Board of Directors at the Adviser’s principal place of business on reasonable notice to review the investments of the Portfolio or Segment.
(l) Upon request by the Adviser, provide such information as may be required for the Fund or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(m) Provide a copy of the Sub-Adviser’s Form ADV and any material amendments thereto as soon as reasonably possible after the filing of such documents with the Securities and Exchange Commission or other regulatory agency.
(n) The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to act for the Portfolio in any legal proceedings, including the filing of claims relating to portfolio securities in bankruptcies or class actions, involving securities held or previously held by the Portfolio or Segment or the issuers of such securities; provided that the Sub-Adviser shall advise and consult with the Adviser with respect to any class actionsuch proceedings of which the Sub-Adviser becomes aware. The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to vote or give any advice about how to vote proxies for securities held by the Portfolio or Segment; however, bankruptcy proceeding the Sub-Adviser shall be responsible for advising on corporate actions, such as mergers and tender offers, involving portfolio securities held by the Portfolio or Segment.
(o) In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:
(i) all applicable provisions of the 1940 Act and the Advisers Act, and all rules and regulations adopted thereunder;
(ii) the provisions of the Registration Statement of the Fund, as it may be amended from time-to-time, under the 1940 Act;
(iii) the provisions of the Articles of Incorporation of the Fund, as they may be amended from time-to-time;
(iv) the provisions of the By-laws of the Fund, as they may be amended from time-to-time, or resolutions of the Board of Directors as may be adopted from time-to-time;
(v) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Fund or the Portfolio; and
(vi) any other action applicable provisions of federal or proceeding state law.
(p) As in which the case with respect to the Adviser or under the Trust may Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser relating to the Portfolio shall at times be entitled subject to participate as a result the direction and control of the Fund’s security holdings. The Sub-Board of Directors as well as the Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment of the assets of the Fund shall at all times be subject advisory services, including but not limited to the applicable provisions of the Declaration of Trustportfolio securities selection, the Bylawsresearch, the Registration Statement, the current Prospectus advice and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedSegment.
(2b) In carrying out its obligations to manage Implement the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous approved investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program Segment by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities in its discretion and without prior consultation with the Adviser, subject always to the provisions of the 1940 Act and the Fund’s Registration Statement, Articles of Incorporation and By-Laws, as then in effect; provided however, that current copies of all such documents shall have been provided to Sub-Adviser.
(c) Instruct the Portfolio’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Segment upon acquisition of the same for the Segment;
(d) Maintain, as applicable to the Sub-Adviser shall arrange for Adviser’s investment advisory services obligations, compliance with the transmission 1940 Act and the regulations adopted by the Securities and Exchange Commission thereunder and the Segment investment objective, strategies and restrictions as stated in the Portfolio’s prospectus and statement of additional information subject to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) receipt of such confirmation, trade tickets and other documents additional information as may be necessary required from the Adviser and provided in accordance with Section 14(d) of this Agreement.
(e) Report on the activities in the performance of its duties and obligations under this Agreement to the Board of Directors of the Fund at such times and in such detail as the Board of Directors may reasonably request in order to enable them it to perform their administrative responsibilities with respect to determine that the Fundinvestment policies, procedures and approved investment program of the Segment are being observed. The Sub-Adviser shall render such reports to will also keep the Adviser and/or to the Trust’s Board of Trustees concerning Directors informed of important developments affecting the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Segment and the Sub-Adviser, and on its own initiative will furnish the SubAdviser and the Board of Directors from time-Adviser shall make to-time with such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission believe appropriate, whether concerning the individual companies whose securities are held by the Segment, the industries in which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such brokerthey engage, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to economic, social or political conditions prevailing in each country in which the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealersSegment maintains investments.
(bf) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall Furnish, at its own expense, (i) comply with all reasonable requests of the Trust (through the Adviser) for informationnecessary investment and management facilities, including information salaries of clerical and other personnel required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissionsfor it to execute its duties hereunder, and (ii) provide such other services as administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Sub-Adviser shall from time to time determine to be necessary to the administration efficient performance of the Trustits duties under this Agreement.
(dg) At such intervals Open accounts with broker-dealers and in such form as futures commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the Segment, place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiate commissions, if applicable. To the extent consistent with applicable law, purchase or sell orders for the Segment may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the aggregated with contemporaneous purchase or sale sell orders of a security to be in the best interest other clients of a Fund as well as other clients, the Sub-Adviser. In such event, to the extent permitted by applicable law, may aggregate the allocation of securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees will seek to effect securities obtain best execution of transactions for the Segment at prices which are advantageous to the Segment and at commission rates that are reasonable in client accounts consistent with relation to the allocation system described in such written procedures.
(g) benefits received. The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to may select brokers or dealers on the securities held in the Fund. The Adviser shall instruct the custodian and basis that they provide brokerage, research or other appropriate parties providing services to the Fund to promptly forward misdirected proxies or products to the Sub-Adviser. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser may pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. With respect to any investments for the Segment that are permitted to be made by the Sub-Adviser in accordance with this Agreement, the Adviser hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, acting pursuant to or executing as agent on behalf of the Portfolio, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes, and agrees to provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the funds necessary to complete such agreements and other documentation.
(h) Upon reasonable request, provide assistance and recommendations for the determination of the fair value of certain portfolio securities when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s Board of Directors.
(i) Maintain all accounts, books and records with respect to the Segment as are required pursuant to the 1940 Act and Advisers Act, and the rules thereunder, and furnish the Fund and the Adviser with such periodic and special reports as the Fund or Adviser may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for the Segment are the property of the Fund, agrees to preserve for the periods set forth in Rule 31a-2 under the 1940 Act any records that it maintains for the Segment and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Fund any records that it maintains for the Segment upon request by the Fund or the Adviser. The Sub-Adviser shall provide has no responsibility for the maintenance of Fund records except insofar as is directly related to the Advisor services the Sub-Adviser provides to the Segment. To the extent that the Sub-Adviser maintains records in compliance with the requirements of Rule 204-2 under the Advisers Act, the Fund hereby agrees that such records are the property of the Sub-Adviser, copies of which the Sub-Adviser will provide promptly to the Fund upon request by the Fund or the Adviser.
(j) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics adopted pursuant to such Rule 17j-1 and Rule 204A-1 under the Advisers Act as the same may be amended from time to time. The Adviser acknowledges receipt of a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts current Code of interest and a copy of any summary of the procedures, if applicableEthics. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided promptly forward to the Adviser within 5 business days a copy of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices material amendment to the Sub-Adviser.
(i) The ’s Code of Ethics along with certification that the Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair has implemented procedures for administering the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation Code of senior (key) personnel who are directly responsible for portfolio management for the FundEthics.
(jk) The Sub-Advisor shall have no responsibility for filing claims on behalf of From time to time as the Adviser or the Trust Fund may reasonably request, furnish the requesting party reports on portfolio transactions and reports on investments held by the Segment, all in such detail as the Adviser or the Fund may reasonably request. The Sub-Adviser will make available, upon the reasonable request of the Fund or the Adviser, its officers and employees to meet with the Adviser’s Board of Directors at the Adviser’s principal place of business on reasonable notice to review the investments of the Segment.
(l) Upon reasonable request by the Adviser, provide such information with respect to the Segment as may be required for the Fund or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), and any state securities laws, and any rule or regulation thereunder.
(m) Provide a copy of the Sub-Adviser’s Form ADV and any material amendments thereto as soon as reasonably possible after the filing of such documents with the Securities and Exchange Commission or other regulatory agency.
(n) The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to act for the Portfolio in any legal proceedings, including the filing of claims relating to portfolio securities in bankruptcies or class actions, involving securities held or previously held by the Portfolio or Segment or the issuers of such securities; provided that the Sub-Adviser shall advise and consult with the Adviser with respect to any class actionsuch proceedings of which the Sub-Adviser becomes aware. The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to vote or give any advice about how to vote proxies for securities held by the Portfolio or Segment; however, bankruptcy proceeding the Sub-Adviser shall, upon request of the Adviser, advise on corporate actions, such as mergers and tender offers, involving portfolio securities held by the Portfolio or any other action or proceeding in which Segment.
(o) In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:
(i) all applicable provisions of the 1940 Act and the Advisers Act, and all rules and regulations adopted thereunder;
(ii) provided that the Sub-Adviser has received a current copy from the Adviser or the Trust Fund, the provisions of the Registration Statement of the Fund, as it may be entitled amended from time-to-time, under the 1940 Act;
(iii) provided that the Sub-Adviser has received a current copy from the Adviser or the Fund, the provisions of the Articles of Incorporation of the Fund, as they may be amended from time-to-time;
(iv) provided that the Sub-Adviser has received a current copy from the Adviser or the Fund, the provisions of the By-laws of the Fund, as they may be amended from time-to-time, or resolutions of the Board of Directors as may be adopted from time-to-time; and
(v) any other provisions of federal or state law applicable to participate as a result the Segment.
(p) As in the case with respect to the Adviser under the Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser relating to the Portfolio shall at times be subject to the direction and control of the Fund’s security holdings. The Board of Directors as well as the Adviser.
(q) Notwithstanding anything herein to the contrary, the Adviser shall be responsible for monitoring, testing and notifying the Sub-AdviserAdviser of the Segment’s responsibility with respect to such matters shall be limited to cooperating non-compliance with the Code. Based on information and direction provided by the Adviser, administrator, custodian or other service provider for the Portfolio, the Sub-Adviser and shall take all necessary steps, consistent with any direction so provided, to ensure the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters Portfolio’s ongoing compliance with the Adviser and the TrustCode.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:each Fund.
(1i) The investment of the assets of the each Fund shall at all times be subject to (i) the applicable provisions of the Trust’s Declaration of Trust, the Bylaws, and the Registration Statementregistration statement, each as amended, (ii) the current Prospectus and the Statement of Additional Information of each Fund, (iii) the Trust investment objectives, policies and restrictions of such Fund as set forth in such documents, and (iv) the Derivatives Documentation (defined below), all in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted by the Board and by the Adviser from time to time and communicated in writing to the Sub-Adviser, as well as any other specific policies adopted by the Board of Trustees of the Trust and by the Adviser, and communicated provided in writing to the Sub-Adviser in writing(“Governing Documents”). Within the framework of the investment objectivesobjective(s), policies and restrictions of the Fund each Fund, as set forth in such documentsGoverning Documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund; for purposes of clarity, determining from time to time which securities and other investments and instruments will be purchased, retained, sold or exchanged by each Fund and what portion of such Fund’s assets will be held in the various securities and other investments in which the Fund invests. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objectiveinvestment objective(s), policies or restrictions of the any Fund; however, it is the Adviser’s ultimate and sole decision to recommend any such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the a Fund’s objectiveinvestment objective(s), policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if preparedGoverning Documents reflecting such change.
(2ii) In carrying out its obligations obligation to manage the investments and reinvestments of the assets of the each Fund, the Sub-Adviser shall: shall take such steps as are reasonably necessary to (iA) formulate and implement a continuous investment program for the such Fund consistent with the investment objective and related investment policies for the Fund as described aboveGoverning Documents; and (iiB) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities and other investments and instruments with broker-dealers, futures commission merchants or other intermediaries or counterparties; (C) conform to the portfolio composition requirements of the Internal Revenue Code, as amended, applicable to regulated investment companies, conform to the regulations and rules of the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. Securities and Exchange Commission (“SEC”), the National Futures Association (“NFA”), and other relevant regulatory bodies; and (D) coordinate and cooperate with the Adviser to monitor trades and regulatory developments to remain in compliance with the applicable rules and regulations, which includes giving the Adviser access to settlement prices of trades entered on behalf of the Fund.
(3iii) In connection with the purchase and sale of securities and other investments and instruments of the each Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be occur no later than 1:00 p.m. CST on trade date + 1 (T+1) ), such confirmation, trade tickets and other documents as may be reasonably necessary to enable them the Adviser (or its designee) to perform their its administrative responsibilities with respect to the such Fund. The Sub-Adviser shall render such reports to the Adviser and/or and to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Funds at such intervals and in such form and at such intervals as the Adviser or the Board may be mutually agreed from time to time reasonably requiretime.
(4iv) The Sub-Adviser shall, in shall execute the name of the Trust, place or direct the placement of orders Derivative Transactions (defined below) for the execution of portfolio transactions Funds in accordance with the policies with respect thereto, as described abovesubparagraphs (v) and (vi) below. In connection with the placement of orders for the execution of the each Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust each Fund in accordance with all applicable lawlaws, rules and regulationsregulations applicable to the Funds, including but not limited to, records required by Section 31(a) of the 1940 Act. All such records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities SEC, CFTC, the NFA and Exchange Commissionany other relevant regulatory agencies, the Trust or any person retained by the Trust upon the Trust. Where applicable’s or the Adviser’s written and reasonable request; provided, however, that such records shall examinations shall: (a) be maintained by made during normal business hours; (b) be made with the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement least amount of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance interference with the Sub-Adviser’s investment research business and portfolio management capability generally. It is further understood in accordance with Section 28(eoperations as reasonably practicable; and (c) of the Securities Exchange Act of 1934, as amended, provided that the Sub-Adviser may negotiate with and assign to inspection be of a broker a commission which may exceed routine matter. If the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s inspection or the Sub-Adviser’s overall responsibilities audit is due to the Sub-Adviser’s discretionary accounts. The Subregistration or non-Adviser shall render such reports registration with a regulatory agency or due to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trade or trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by that the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreedexecuted, the Sub-Adviser inspection shall furnish to be conducted at the Adviser for distribution to the Trust’s Board sole expense of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, .
(v) Subject to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation supervision of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable Board and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser shall use its commercially reasonable efforts to identify the general types of investment contracts (including, but not limited to, derivatives (ISDA) agreements, retail or prime brokerage contracts, futures commission merchant agreements or other agreements necessary to open Fund accounts) required for the principal underwriter, acting as principal in Sub-Adviser to regularly provide the transaction, except Funds sub-advisory services pursuant to the extent permitted by the SEC terms and the 1940 Actconditions of this Agreement.
(fvi) Consistent The Sub-Adviser is authorized, subject to the supervision of the Adviser and the Board, to place orders for the purchase and sale of exchange-traded (“Listed Derivatives”) and/or over-the-counter (“OTC”) derivative transactions (Listed Derivatives and OTC, together referred to as “Derivative Transactions”). Derivative Transactions shall be governed by the exchange-traded and over-the-counter derivatives documentation, including ISDA Master Agreements and corresponding Credit Support Annex, Master Confirmation Agreements, and Confirmations, listed options on margin agreements, listed options agreements, listed derivatives account documents for futures and options on futures, futures account applications, clearing documentation for OTC derivatives, clearing documentation for exchange-traded derivatives, account control agreements for OTC derivatives, account control agreements for exchange-traded derivatives, and agreements with U.S. securities lawsexecution and clearing brokers, among other agreements, that the Adviser has signed with swap counterparties, futures commission merchants, and clearing or execution brokers (“Derivatives Documentation”). For the avoidance of doubt, the Sub-Adviser agrees is not authorized to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g1) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written negotiate or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.
(j) The Sub-Advisor shall have no responsibility for filing claims enter into on behalf of the Adviser Funds: (I) investment contracts (including, but not limited to, derivatives (ISDA) agreements, retail or the Trust prime brokerage contracts, futures commission merchant agreements or other agreements necessary to open Fund accounts); (II) Fund service provider agreements; or (2) trade Derivative Transactions under derivatives documentation that it has executed with respect to any class actionswap counterparties, bankruptcy proceeding futures commission merchants, and clearing or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trustexecution brokers.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund Funds of the TrustCorporation:
(1) The investment of the assets of the Fund Funds shall at all times be subject to the applicable provisions of the Declaration Articles of TrustIncorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, Corporation and shall conform to the investment objectives, policies and restrictions of the Fund Funds as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees Directors of the Trust Corporation and by the Adviser, including diversification of the holdings of each Fund as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the "Code"), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Corporation as a whole is "adequately diversified" if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFunds, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the each Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundFunds, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Funds or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund Funds consistent with the investment objective and related investment policies for the such Fund as described aboveset forth in the Corporation's Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the FundFunds, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust Corporation on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Funds. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Funds.
a. The Adviser shall retain responsibility for the settlement of each purchase or sale executed by the Sub-Adviser on behalf of the Corporation.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in each Fund. However, the Adviser shall retain all responsibility for the management of all cash for the Corporation and for investing this cash in compliance with applicable regulations.
c. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Corporation's Board of Trustees Directors concerning the investment activity and portfolio composition of the Fund Funds in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the TrustCorporation, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Corporation's Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust Corporation in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Corporation and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust Corporation or any person retained by the TrustCorporation. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s Funds' transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees at such intervals and in such form as may be mutually agreed Directors regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s 's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Corporation as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust Corporation (through the Adviser) for information, including information required in connection with the Trust’s Corporation's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the TrustCorporation.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Corporation's Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional Directors periodic reports and information as the Trust’s Corporation's officers or Board of Trustees Directors shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clientscustomers. In no instance, however, will the Fund’s Funds' assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s Corporation's principal underwriter, or any affiliated person of either the TrustCorporation, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “are "fair and equitable” " to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Funds or as described abovethe Corporation's Board of Directors may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundFunds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the FundFunds. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the FundFunds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (W&r Target Funds Inc)
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trustwill:
(1a) The Provide investment advisory services, including but not limited to portfolio securities selection, research, advice and supervision for the Segment.
(b) Implement the Approved Investment Program (as that term is defined in Section 2(d) below) for the Segment by placing orders for the purchase and sale of securities in its discretion and without prior consultation with the assets of the Fund shall at all times be Adviser, subject always to the applicable provisions of the Declaration of Trust, 1940 Act and the Bylaws, the Fund’s Registration Statement, Articles of Incorporation and By-Laws, as then in effect; provided however, that current copies of all such documents shall have been provided to Sub-Adviser.
(c) Instruct the current Prospectus Portfolio’s custodian to deliver for cash received securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Segment, and to pay cash for securities or other cash and/or securities instruments delivered to the Statement of Additional Information custodian and/or credited to the Segment upon acquisition of the Trust in same for the form provided Segment;
(d) Maintain, as applicable to the Sub-Adviser Adviser’s investment advisory services obligations, (i) compliance with the 1940 Act and the regulations adopted by the Adviser U.S. Securities and Exchange Commission (“SEC”) thereunder, and (ii) the Portfolio’s investment objective, strategies, and restrictions as stated in the Portfolio’s prospectus and statement of additional information, as both may be amended from time to time, and shall conform hereinafter referred to as the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, “Approved Investment Program,” and subject to receipt of such additional information as may be required from the supervision Adviser and provided in accordance with Section 15(d) of this Agreement.
(e) Report on the Adviser, activities in the Sub-Adviser shall have the sole performance of its duties and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision obligations under this Agreement to the Fund’s Board of Trustees for their consideration. If a change is made to Directors at such times and in such detail as the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, Board of Directors may reasonably request in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary order to enable them it to perform their administrative responsibilities with respect to determine that the FundPortfolio’s investment policies, procedures and Approved Investment Program are being observed. The Sub-Adviser shall render such reports to will also keep the Adviser and/or to the TrustFund’s Board of Trustees concerning Directors informed of important developments affecting the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust Segment and the Sub-Adviser, and on its own initiative will furnish the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute Board of Directors from time-to-time with such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission believe appropriate, whether concerning the individual companies whose securities are held by the Segment, the industries in which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such brokerthey engage, viewed in terms either of the Fund’s or the Sub-Adviser’s overall responsibilities to economic, social or political conditions prevailing in each country in which the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealersSegment maintains investments.
(bf) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall Furnish, at its own expense, (i) comply with all reasonable requests of the Trust (through the Adviser) for informationnecessary investment and management facilities, including information salaries of clerical and other personnel required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissionsfor it to execute its duties hereunder, and (ii) provide such other services as administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the Sub-Adviser shall from time to time determine to be necessary to the administration efficient conduct of the Trustinvestment advisory affairs of the Segment.
(dg) At such intervals Open accounts with broker-dealers (collectively, “Broker-Dealers”), select Broker-Dealers to effect all transactions for the Segment, place all necessary orders with Broker-Dealers or issuers (including affiliated Broker-Dealers), and in such form as negotiate commissions, if applicable. To the extent consistent with applicable law and the Approved Investment Program, purchase or sell orders for the Segment may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the aggregated with contemporaneous purchase or sale sell orders of a security to be in the best interest other clients of a Fund as well as other clients, the Sub-Adviser. In such event, to the extent permitted by applicable law, may aggregate the allocation of securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such its other clients. In no instance, however, The Sub-Adviser will seek to obtain best execution of transactions for the Fund’s assets be purchased from or sold Segment at prices which are advantageous to the AdviserSegment and at commission rates that are reasonable in relation to the benefits received. The Sub-Adviser may select brokers or-dealers on the basis that they provide brokerage, research or other services or products to the Sub-Adviser, . To the Trust’s principal underwriter, or any affiliated person extent consistent with Section 28(e) of either the Trust, the AdviserSecurities Exchange Act of 1934, the Sub-Adviser may pay a broker or-dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer spread another broker or dealer would have charged for effecting such transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the principal underwriter, acting as principal in overall responsibilities which the transaction, except Sub-Adviser and its affiliates have with respect to the extent Segment, as well as to accounts over which they exercise investment discretion. With respect to any investments for the Portfolio that are permitted to be made by the SEC Sub-Adviser in accordance with this Agreement and the Approved Investment Program, the Adviser hereby authorizes and directs the Sub-Adviser to do and perform every act and thing it deems to be whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent on behalf of the Portfolio, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any investment permitted pursuant to the Approved Investment Program, including limited partnership agreements, repurchase and derivatives master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes, and agrees to provide the Sub-Adviser with tax information, governing documents, legal opinions and other information concerning the funds necessary to complete such agreements and other documentation. For the purposes of this Agreement, unaffiliated Broker-Dealers shall not be considered agents of the Sub-Adviser.
(h) Upon reasonable request, provide assistance and recommendations for the determination of the fair value of certain securities held by the Segment when reliable market quotations are not readily available for purposes of calculating net asset value in accordance with procedures and methods established by the Fund’s Board of Directors.
(i) Maintain all accounts, books and records with respect to the Segment as are required pursuant to the 1940 Act and Advisers Act, and the rules thereunder, and furnish the Fund and the Adviser with such periodic and special reports as the Fund or Adviser may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser hereby agrees that all records that it maintains with respect to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which Segment are consistent with the investment objectives, policies and restrictions property of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions preserve for the periods set forth in client accounts consistent with Rule 31a-2 under the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials 1940 Act any records that it maintains for the Segment and that are required to be responsible for voting in its discretion maintained by Rule 31a-1 under the 1940 Act, and handling all proxies in relation further agrees to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services surrender promptly to the Fund to promptly forward misdirected proxies to any records that it maintains for the Sub-Segment upon request by the Fund or the Adviser. The Sub-Adviser shall provide have the right to retain copies of all such records that the Sub-Adviser is required to maintain under Rule 204-2 under the Advisers Act. The Sub-Adviser has no responsibility for the maintenance of Fund records except insofar as is directly related to the Advisor services the Sub-Adviser provides to the Segment.
(j) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Adviser’s Code of Ethics adopted pursuant to such Rule 17j-1 and Rule 204A-1 under the Advisers Act as the same may be amended from time to time. The Adviser acknowledges receipt of a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts current Code of interest and a copy of any summary of the procedures, if applicableEthics. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided promptly forward to the Adviser within 5 business days a copy of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices material amendment to the Sub-Adviser.
(i) The ’s Code of Ethics along with certification that the Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair has implemented procedures for administering the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation Code of senior (key) personnel who are directly responsible for portfolio management for the FundEthics.
(jk) The Sub-Advisor shall have no responsibility for filing claims on behalf of From time to time as the Adviser or the Trust Fund may reasonably request, furnish the requesting party reports on portfolio transactions and reports on investments held by the Segment, all in such detail as the Adviser or the Fund may reasonably request. The Sub-Adviser will make available, upon the reasonable request of the Fund or the Adviser, its appropriate officers and employees to meet with the Adviser’s Board of Directors at the Adviser’s principal place of business on reasonable notice to review the investments of the Segment.
(l) Upon request by the Adviser, provide such information as may be required for the Fund or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the “Code”), the 1940 Act, the Advisers Act, the Securities Act of 1933, as amended (the “Securities Act”), any state securities laws, and any rule or regulation thereunder.
(m) Provide a copy of the Sub-Adviser’s Form ADV and any material amendments thereto as soon as reasonably possible after the filing of such documents with the SEC or other regulatory agency.
(n) The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to act for the Portfolio in any legal proceedings, including the filing of claims relating to investments held by the Segment in bankruptcies or class actions, involving securities held or previously held by the Segment or the issuers of such securities; provided that the Sub-Adviser shall advise and consult with the Adviser with respect to any class actionsuch proceedings of which the Sub-Adviser becomes aware. The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to vote or give any advice about how to vote proxies for securities held by the Segment; however, bankruptcy proceeding the Sub-Adviser shall be responsible for advising on corporate actions, such as mergers and tender offers, involving portfolio securities held by the Segment.
(o) In carrying out its obligations under this Agreement, the Sub-Adviser shall at all times comply with:
(i) all applicable provisions of the 1940 Act and the Advisers Act, and all applicable rules, regulations and interpretive positions adopted or issued thereunder;
(ii) the provisions of the Registration Statement (defined below) of the Fund, as it may be amended from time-to-time, under the 1940 Act;
(iii) the provisions of the Articles of Incorporation of the Fund, as they may be amended from time-to-time;
(iv) the provisions of the By-laws of the Fund, as they may be amended from time-to-time, or resolutions of the Board of Directors as may be adopted from time-to-time;
(v) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Fund or the Portfolio; and
(vi) any other action applicable provisions of federal or proceeding state law.
(p) As in which the case with respect to the Adviser or under the Trust may Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser relating to the Segment shall at times be entitled subject to participate as a result the direction and control of the Fund’s security holdings. The Sub-Board of Directors, as well as the Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:
(1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser’s 's ultimate and sole decision to recommend such a revision to the Fund’s 's Board of Trustees for their consideration. If a change is made to the Fund’s 's objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s 's Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund’s 's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s 's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s 's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Adviser’s 's overall responsibilities to the Sub-Adviser’s 's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s 's Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s 's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s 's filings with the Securities and Exchange Commission (the “"SEC”") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s 's Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s 's officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund’s 's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s 's principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “"fair and equitable” " to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s 's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s 's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s 's security holdings. The Sub-Adviser’s 's responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of and the TrustSub-Advised Portion:
(1) The investment of the assets of the Fund Funds shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to timeTrust, Derivatives Documentation (defined below) and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated shall likewise be subject to requirements as set forth in Subchapter M of the Sub-Adviser in writingInternal Revenue Code, as amended (the “Code”). Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFund, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the FundSub-Advised Portion. The Adviser agrees to consult with the Sub-Adviser regarding any proposed material changes to the objectiveFund objectives, polices or restrictions and to promptly inform the Sub-Adviser if such objectives, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundSub-Advised Portion, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund Sub-Advised Portion consistent with the investment objective and related investment policies for the Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii) take such steps as are necessary to implement arrange for the aforementioned investment program by placing orders for purchases purchase and sales sale of securities with brokereither directly or through the placement of third-dealersparty brokers.
(3) In connection with the purchase and sale of securities on behalf of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the custodian for the Trust (the “Custodian”) on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Fund. The Sub-Adviser will not take custody of any Fund investments.
a. The Sub-Adviser shall work with the appropriate parties (e.g., broker-dealers, Custodian) to help facilitate appropriate settlement of each purchase or sale executed by the Sub-Adviser on behalf of the Fund. Sub-Adviser shall communicate all trade details (including cancellations and revisions) to the Adviser, the broker, and the Fund’s Custodian on a timely basis.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in the Sub-Advised Portion. The Adviser shall retain all responsibility for the investment and management of such cash, including any daily sweep into another investment vehicle.
c. The Sub-Adviser shall only be responsible for trading foreign currency to facilitate portfolio transactions in securities denominated in certain foreign currencies directed by the Adviser and agreed to by the Sub-Adviser. The Custodian shall be responsible for trading all other foreign currency.
d. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Sub-Advised Portion in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the FundSub-Advised Portion’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable lawlaws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange CommissionCommission (“SEC”), the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the FundTrust’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(6) The Sub-Adviser is authorized, subject to the supervision of the Adviser and the Board, to place orders for the purchase and sale of the Sub-Advised Portion’s exchange-traded and/or over-the-counter (“OTC”) derivative transactions (“Derivative Transactions”). Derivative Transactions shall be governed by the exchange-traded and over-the-counter derivatives documentation including ISDA Master Agreements and corresponding Credit Support Annex, Master Confirmation Agreements, and Confirmations, listed options on margin agreements, listed options agreements, listed derivatives account documents for futures and options on futures, futures account applications, clearing documentation for OTC derivatives, clearing documentation for exchange-traded derivatives, account control agreements for OTC derivatives, account control agreements for exchange-traded derivatives, and agreements with execution and clearing brokers, among other agreements, that the Adviser has signed with swap counterparties, futures commission merchants, and clearing or execution brokers (“Derivatives Documentation”). The Sub-Adviser is not authorized to trade Derivative Transactions under derivatives documentation that it has signed with swap counterparties, futures commission merchants, and clearing or execution brokers, and the Sub-Adviser understands that trading Derivative Transactions under its own derivative documentation will jeopardize the Adviser’s ability to set-off exposure and termination amounts of Derivatives Transactions in the event that the Adviser needs to exercise its rights under one of the Derivatives Documentation.
(7) The Adviser does not authorize the Sub-Adviser to use its discretion and act in accordance with the terms of the applicable Derivative Transactions and/or the provisions of the relevant Derivatives Documentation in an event that a relevant derivative dealer, futures commission merchant, executing broker or clearing broker (if singular, “Relevant Party,” if plural, “Relevant Parties”) experiences an event of default, potential event of default, or a termination event. The Adviser will take responsibility for the entire Fund (including the Sub-Advised Portion) with respect to exercising the Fund’s rights under the applicable Derivative Documentation and Derivative Transactions. Such Adviser’s responsibility includes using the Adviser’s discretion on whether the occurrence of an Event of Default, a Potential Event of Default, or a Termination Event has occurred with respect to a Relevant Party, determining an Early Termination Date and drafting and distributing an Early Termination Notice, making calculations with respect to an amount payable for the Affected Transactions or all relevant Transactions, and generally doing what is necessary to best manage and minimize the exposure to a Relevant Party’s financial crisis. Capitalized words used in this paragraph shall have the meaning ascribed to it in the applicable ISDA Master Agreement. The Sub-Adviser shall notify the Adviser promptly after the Sub-Adviser becomes aware of any occurrence of an Event of Default, a Potential Event of Default, a Termination Event, or any general signs of financial distress that a Relevant Party may be experiencing or has experienced.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust Fund as it uses in providing services to fiduciary accounts for which it has direct investment responsibility. The Sub-Adviser will materially comply comply, in all material aspects related to the provision of services hereunder, with all applicable rules and regulations of the Securities SEC, including restrictions and Exchange Commission limitations provided in providing investment management services with respect to the Fund1940 Act.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for informationinformation relating to the Sub-Adviser’s obligations under this Agreement, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) SEC and state securities commissions, and (ii) with its prior consent (not to be unreasonably withheld) provide such other assistance that relates to the services as the provided by Sub-Adviser shall hereunder as the Adviser from time to time may reasonably determine to be necessary to the administration of the Trustor useful.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the The Sub-Adviser deems the purchase or sale of a security to be may, but is not required, in the best interest of a Fund as well as other clients, the Sub-Adviserits discretion and consistent with its fiduciary obligations, to the extent permitted by applicable law, may bunch or aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell on behalf of a particular security for one or more clients in different amounts. On either occasionFund with orders of other clients, and to allocate the extent permitted by applicable law and regulations, allocation aggregate amount of the securities so purchased or sold, as well as investment and the expenses incurred associated costs thereof among the accounts in a manner over time which is no less favorable to the transaction, Fund than other clients of the Sub-Adviser. Any such aggregated trades will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations written procedures and the Sub-Adviser agrees to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to the Fund and to such other clientsFund. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers “fair and equitable” to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundSub-Advised Portion on a timely basis. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor Adviser a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, request written or oral (voting records should be available in hard and soft copy).
(hg) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and promptly provide and respond to the Advisor a response to all corresponding requests for information in relation to the securities held in the FundSub-Advised Portion. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(ih) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for the portfolio management for of the Fund.
(ji) The Sub-Advisor shall have no responsibility for filing claims Adviser shall:
a. at least annually, make an in-person presentation to the Trust’s Board of Trustees on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility performance of its services and the investment performance of the Sub-Advised Portion;
b. respond to any formal questionnaire from the Trust’s Board of Trustees in performing the Sub-Adviser’s duties under Section 15(c) of the 1940 Act related to contract renewal;
c. respond to a formal questionnaire from the Adviser’s management in performing the Sub-Adviser’s duties under Section 15(c) related to contract renewal;
d. respond to compliance questionnaires from Adviser’s compliance officers in performance of the Sub-Adviser’s duties; and
e. with respect reasonable prior notice, make marketing presentations to such matters shall be various groups, including but not limited to cooperating with broker/dealers, wholesalers, advisors, shareholders, industry participants, or members of the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trustpress.
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Obligations of and Services to be Provided by the Sub-Adviser. (a) The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund Funds of the Trust:
(1) The investment of the assets of the Fund Funds shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund Funds as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, including diversification of the holdings of each Fund as a segregated asset account in accordance with Section 817 of the Internal Revenue Code, as amended (the “Code”), and communicated Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that the Trust as a whole is “adequately diversified” if and to the Subextent required by Section 817(h) of the Code and Regulation 1.817-Adviser in writing5 thereunder. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documentsFunds, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the each Fund. The Adviser agrees to consult with promptly inform the Sub-Adviser regarding proposed material changes to the if such objective, policies or restrictions of the Fund; however, it is the Adviser’s ultimate and sole decision to recommend such a revision to the Fund’s Board of Trustees for their consideration. If a change is made to the Fund’s objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the FundFunds, the Sub-Adviser shall: (i1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies or industries the securities of which are included in the Funds or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund Funds consistent with the investment objective and related investment policies for the such Fund as described aboveset forth in the Trust’s Registration Statement, as amended; and (ii3) take such steps as are necessary to implement the aforementioned investment program by placing purchase and sale of securities including the placing, or directing the placement through an affiliate of the Sub-Adviser, of orders for such purchases and sales of securities with broker-dealerssales.
(3) In connection with the purchase and sale of securities of the FundFunds, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Funds. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the I.D. confirmation of the trade to the Custodian of the Funds.
a. The Adviser shall retain responsibility for the settlement of each purchase or sale executed by the Sun-Adviser on behalf of the Trust.
b. The Sub-Adviser shall be responsible for determining the level of cash to be held in each Fund. However, the Adviser shall retain all responsibility for the management of all cash for the Trust and for investing this cash in compliance with applicable regulations.
c. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust’s Board of Trustees concerning the investment activity and portfolio composition of the Fund Funds in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
(4) The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described aboveset forth in the Trust’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. In connection with the placement of orders for the execution of the Fund’s portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records be available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund’s Funds’ transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Adviser’s overall responsibilities to the Sub-Adviser’s discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund’s Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund’s holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b) The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the FundCommission.
(c) The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (the “SEC”) and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to the administration of the Trust.
(d) At such intervals and in such form as may be mutually agreed, the The Sub-Adviser shall furnish to the Adviser for distribution to the Trust’s Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional periodic reports and information as the Trust’s officers or Board of Trustees shall reasonably request.
(e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clientscustomers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clientscustomers. In no instance, however, will the Fund’s Funds’ assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f) Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers are “fair and equitable” to its clients which are consistent with the investment objectives, policies set out in the prospectuses and restrictions statements of additional information (including amendments) of the Fund, Funds or as described abovethe Trust’s Board of Trustees may direct from time to time. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures, to keep accurate records of such transactions and to fully disclose such trade allocation procedures and practices to clients.
(g) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the FundFunds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the FundFunds. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 3 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h) The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the FundFunds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund Funds to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fundpersonnel.
(j) The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund’s security holdings. The Sub-Adviser’s responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.
Appears in 1 contract
