Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes to provide the following services and to assume the following obligations: a. The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, all without prior consultation with the Adviser, subject to and in accordance with (i) the investment objective and policies of each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust. b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx. d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Evergreen Fixed Income Trust /De/), Sub Advisory Agreement (Evergreen Variable Annuity Trust /De/), Sub Advisory Agreement (Evergreen Variable Annuity Trust /De/)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”)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 each Series.
(iie) Maintain, in connection with the requirements applicable Sub-Advisor's investment advisory services provided to registered investment companies under applicable lawsthe Allocated Assets, including without limitation compliance with the 1940 Act and Subchapter M the regulations adopted by the SEC thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets.
(f) Report to the Board of Directors of the Internal Revenue Code Fund at such times and in such detail as the Board of 1986Directors may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series (and any specific criteria applicable to the Allocated Assets) 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 each Series.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers, financial counterparties including swap counterparties and futures commission merchants ("broker- dealers"); select broker-dealers to effect all transactions for each Series; 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 each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub- Advisor. In such event allocation of securities so sold or purchased, as amended (well as the “Code”) expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and (iii) any written instructions which consistent with its fiduciary obligations to the Adviser or the Trust’s Board of Trustees may issue from time-to-timeFund and to other clients. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures Advisor will report on such allocations at the request of the Manager, the Fund or policies adopted by the Trust’s Fund's Board of Trustees Directors providing such information as from time the number of aggregated trades to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoingwhich each Series was a party, the Subbroker-adviser shall make all determinations with respect dealers to whom such trades were directed and the purchase and sale of portfolio securities in respect of basis for the Managed Assets and shall take such action necessary to implement allocation for the sameaggregated trades. The Sub-adviser Advisor shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub- Advisor may select brokers or dealers on behalf of each Fund. In assessing the best execution available for any transactionbasis that they provide brokerage, research or other services or products to the Sub-adviser shall consider all factors it deems relevant, including Advisor. To the breadth of the market in the securityextent consistent with applicable law, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser Sub- Advisor may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for a Fund which is in excess of the amount of commission or dealer spread another broker-broker or dealer would have charged for effecting that transaction if, but only if, if the Sub-adviser Advisor determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker-dealer 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 in terms of all of the overall responsibilities which the Sub-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain discretion. Not all records pertaining to the purchase and sale of investments such services or products need be used by the Sub-adviser on behalf of Advisor in managing the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 ActAllocated Assets. All such records shall In addition, joint repurchase or other accounts may not be the property of the Trust and shall be available for inspection and use utilized by the Securities and Exchange Commission (“SEC”), Series except to the Trust, the Adviser or extent permitted under any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained exemptive order obtained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxAdvisor provided that all conditions of such order are complied with.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.(j) Section 871(m)
Appears in 3 contracts
Samples: Sub Advisory Agreement (Principal Funds, Inc.), Sub Advisory Agreement (Principal Funds, Inc.), Sub Advisory Agreement (Principal Funds, Inc.)
Obligations of and Services to be Provided by the Sub. adviser. Adviser (a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, assets of the Portfolio shall at all without prior consultation with the Adviser, times be subject to and in accordance with (i) the investment objective and policies applicable provisions of each Fund set forth in each Fund’s the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Portfolio as set forth in such documents and as interpreted from time to time in effect (by the “Governing Documents”), (ii) Board of Directors of the requirements applicable to registered investment companies under applicable lawsFund and by the Adviser, including without limitation diversification of the 1940 Act and Subchapter M holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code of 1986Code, as amended (the “"Code”) "), and (iii) any written instructions which Regulation Section 1.817-5 thereunder, provided that the Adviser or shall be responsible for ensuring that the Trust’s Board Fund as a whole is "adequately diversified" if and to the extent required by Section 817(h) of Trustees may issue from timethe Code and Regulation 1.817-to-time5 thereunder. The Within the framework of the investment objectives, policies and restrictions of the Portfolio, and subject to the supervision of the Adviser, the Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by Adviser shall have the Trust’s Board sole and exclusive responsibility for the making and execution of Trustees as from time to time in effect (all investment decisions for the “Procedures”)Portfolio. The Adviser has provided agrees to promptly inform the Sub-Adviser if such objective, policies or restrictions change and to deliver to the Sub-adviser copies of all Governing Documents Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance reinvestments of the foregoingassets of the Portfolio, the Sub-adviser shall make all determinations Adviser shall: (1) 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 Portfolio consistent with respect the investment objective and related investment policies for such Portfolio as set forth in the Fund's Registration Statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by 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.
(3) In connection with the purchase and sale of securities of the Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustPortfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of under the Securities Exchange Act of 19341933, as amended (the "1933 Act") provided to a Fund and/or other accounts over which and the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion1940 Act. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts. The Sub-adviser Adviser shall bear its expenses render such reports to the Adviser and/or to the Fund's Board of providing services pursuant to this AgreementDirectors regarding the total amount and usage of all commissions generated as a result of trades executed for the 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.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (W&r Target Funds Inc), Investment Sub Advisory Agreement (W&r Target Funds Inc), Investment Sub Advisory Agreement (W&r Target Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of ACWMF relating to the Fund and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Directors of ACWMF and by the Adviser. Within the framework of the investment objectives, policies and restrictions of the Fund, and subject to the supervision of the Adviser and the Fund's Board of Directors, the Sub-adviser Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund.
(2) In carrying out its obligations to manage the investment investments and reinvestment reinvestments of the Managed Assetsassets of the Fund, all without prior consultation the Sub-Adviser shall:
(1) 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's investment portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the Adviser, subject to and in accordance with (i) the investment objective and related investment policies of each for the Fund as set forth in each Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986ACWMF's registration statement, as amended (the “Code”) amended; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser aforementioned investment program by purchase and sale of securities including the placing, or directing the Trust’s Board placement through an affiliate of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies Adviser, of all Governing Documents orders for such purchases and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations sales.
(3) In connection with respect to the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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's investment portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Fund. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to ACWMF's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealersset forth in ACWMF's Registration Statement, the Sub-adviser will use its best efforts as amended from time to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealertime, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of under the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which 1933 and the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion1940 Act. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust ACWMF and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser ACWMF or any person retained by the Trust at all reasonable timesACWMF. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (American Century World Mutual Funds Inc), Investment Sub Advisory Agreement (American Century World Mutual Funds Inc), Investment Sub Advisory Agreement (American Century World Mutual Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser investment of the assets of the Portfolio shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed Assets, all without prior consultation with Portfolio as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser, subject to and 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 (ithe "Code"), and Regulation Section 1.817-5 thereunder, provided that the Adviser shall be responsible for ensuring that each Portfolio is "adequately diversified" if and to the extent required by Section 817(h) of the Code and Regulation 1.817-5 thereunder. Within the framework of the investment objective objectives, policies and policies restrictions of each Fund set forth in each Fund’s the Portfolio, 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 Portfolio. The Adviser will provide copies of the Articles of Incorporation, Bylaws, Registration Statement, current Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986Fund, as amended (well as any current interpretations by the “Code”) and (iii) any written instructions which Board of Directors of the Fund or the Adviser or of the Trust’s Board investment objectives, policies and restrictions of Trustees may issue from time-to-time. The the Portfolio set forth therein, prior to commencement of the Sub-adviser also Adviser's services hereunder and agrees to conduct its activities hereunder promptly inform the Sub-Adviser, in accordance writing, of any changes in such documents or interpretations which may affect the Sub-Adviser's services hereunder, it being understood that such changes will be effective with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided respect to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to Adviser upon the Sub-adviser any amendments or supplements thereto. Subject Adviser's receipt of such notice.
(2) In carrying out its obligations to manage the investments and in pursuance reinvestments of the foregoingassets of the Portfolio, the Sub-adviser shall make all determinations Adviser shall:
(1) 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 Portfolio consistent with respect the investment objective and related investment policies for such Portfolio as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing of orders for such purchases and sales.
(3) In connection with the purchase and sale of securities of the Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, Portfolio in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions form and at such intervals as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxBoard may from time to time reasonably require.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Advantus Series Fund Inc), Investment Sub Advisory Agreement (Advantus Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes to provide the following services and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment of the Managed AssetsNon-Option Portfolio of the Fund, all without prior consultation with the Adviser, subject to and in accordance with (i) the investment objective and policies of each the Fund set forth in each the Fund’s Amended and Restated Agreement and Declaration of Trust, as amended, By-Laws, Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”)) or in any report to shareholders pursuant to Rule 8b-16 of the 1940 Act, (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended amended, and the rules and regulations thereunder (the “Code”) and (iii) any written instructions which the Adviser or the TrustFund’s Board of Trustees may issue from time-to-time to time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the TrustFund’s Board of Trustees as from time to time in effect and communicated to the Sub-adviser (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all current Governing Documents and current Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the TrustFund’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the TrustFund. The Sub-adviser shall not vote proxies submitted by issuers of securities held in the Fund. The voting of such proxies shall be the sole responsibility of the Adviser.
b. The Sub-adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings associated with the Non-Option Portfolio to ensure compliance with the Governing Documents, the Procedures and applicable law. The Sub-adviser shall also cooperate with and provide sufficient information to the Adviser to assist the Adviser in its monitoring of the investment activities and portfolio holdings of the Fund, including, without limitation, the Fund’s satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Code. Notwithstanding the investment discretion delegated to the Sub-adviser hereunder, the Sub-adviser shall act on any instructions of the Adviser with respect to the investment activities used to manage the Non-Option Portfolio to ensure the Fund’s compliance with the Governing Documents, Procedures and applicable law.
c. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the The Sub-adviser will shall use its best efforts to seek best obtain the most favorable price and execution on all portfolio transactions executed on behalf of each the Fund. In assessing the best execution available for any transaction, provided that, so long as the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in has complied with Section 28(e) of the Securities Exchange Act of 1934) provided , the Procedures and such instructions as the Adviser may from time to a Fund and/or other accounts over which time provide to the Sub-adviser, the Sub-adviser or an affiliate of may cause the Sub-adviser exercises investment discretion. The Sub-adviser is authorized Fund to pay a broker-dealer who provides such brokerage and research services commission on a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only ifcharged. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-adviser, the Sub-adviser determines in good faith that such commission was reasonable in relation shall, to the value of extent it determines such allocation would be beneficial to the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction Fund, aggregate the securities to be so purchased or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection sold with the placement of other orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments other accounts managed by the Sub-adviser on behalf in order to obtain best execution. In such event, allocation of the Funds securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser consistent with the Procedures and in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
d. The Sub-adviser (A) shall maintain such books and records as are required by Rule 31a-1(b)(5law, including without limitation the 1940 Act and the Advisers Act, and the rules and regulations thereunder, (B) shall render to the Board such periodic and special reports as the Board or the Adviser may reasonably request in writing, and (9C) shall meet with any persons at the reasonable request of the Adviser or the Board for the purpose of reviewing the Sub-adviser’s performance under the 1940 Actthis Agreement at reasonable times and upon reasonable advance written notice. All such books and records shall be the property of the Trust Fund, and the Sub-adviser will surrender promptly to the Fund any of such records upon the Fund’s request (provided that the Sub-adviser may retain a copy of such records) and shall be make all such books and records available for inspection and use by the Securities and Exchange Commission (“SEC”), the TrustFund, the Adviser or any person retained by the Trust Fund at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx1940 Act. On each business day, the Sub-adviser shall provide to the Fund’s custodian and the Fund’s administrator information relating to all transactions concerning the Fund’s assets and shall provide the Adviser with such other information as the Adviser may request.
d. e. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
f. The Sub-adviser shall timely provide to the Adviser and the Fund all information and documentation they may reasonably request as necessary or appropriate in connection with the compliance by them or either of them with the requirements of any applicable law, including, without limitation, (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by the Adviser, together with (A) a certification that such information and commentary discuss all of the factors that materially affected the performance of the portion of the Fund allocated to the Sub-adviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) additional certifications related to the Sub-adviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR, Form N-Q and other applicable forms, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a quarterly sub-certification with respect to compliance matters related to the Sub-adviser and the Sub-adviser’s management of the Fund, in a format reasonably requested by the Adviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Sub-adviser’s compliance program, in a format reasonably requested by the Adviser.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Evergreen Global Dividend Opportunity Fund), Sub Advisory Agreement (Evergreen Global Dividend Opportunity Fund)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect.
(d) Advise and assist the officers of the Fund, as reasonably requested by the officers, in taking such steps as are reasonably 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 each Series.
(e) Maintain, in connection with the Sub-Advisor's investment advisory services provided to the Allocated Assets, compliance with the 1940 Act and the regulations adopted by the SEC thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets, subject to receipt of such additional information as may be required from the Manager and provided in accordance with Section 12(d) of this Agreement.
(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 each Series (and any specific criteria applicable to the Allocated Assets) are being observed.
(g) Upon request, provide reasonable 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 each Series.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers, financial counterparties including swap counterparties and futures commission merchants ("broker- dealers"); select broker-dealers to effect all transactions for each Series; place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers); and negotiate commissions, if applicable. To the “Governing Documents”)extent consistent with applicable law, purchase or sell orders for each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub- Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will report on such allocations at the request of the Manager, the Fund or the Fund's Board of Directors, providing such information as the number of aggregated trades to which each 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-Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub- Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub- Advisor 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-Advisor 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-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Advisor in managing the Allocated Assets. 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-Advisor provided that all conditions of such order are complied with.
(j) Section 871(m) Transactions: Sub-Advisor shall not on behalf of the Fund enter into certain U.S. dividend equivalent payment transactions described in Section 871(m) of the U.S. Internal Revenue Code and the regulations thereunder ("871(m) Transaction") with a foreign counterparty unless: (i) Sub-Advisor adheres to the ISDA 2015 Section 871(m) Protocol on behalf of the Fund, and (ii) the requirements applicable foreign counterparty to the 871(m) Transaction provides Sub-Advisor with a properly completed Form W-8IMY certifying to its status as a qualified derivatives dealer ("QDD").
(k) Maintain all accounts, books and records with respect to the Allocated Assets as are required of an investment advisor of a registered investment companies company pursuant to the 1940 Act and Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or the Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each 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-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series.
(l) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor'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 the Sub-Advisor's current Code of Ethics. The Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics.
(m) 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 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 reasonable prior notice to review the investments of a Series.
(n) Provide such information as is customarily provided by a sub-advisor, or as may be required or reasonably requested by the Manager, for the Fund or the Manager to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of 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. Such information includes, but is not limited to: the Sub-Advisor's compliance manual and policies and procedures adopted to comply with Rule 206(4)-7 of the Advisers Act; the Sub-Advisor's most recent annual compliance report or a detailed summary of such report; timely, accurate and complete responses to all 15(c) questionnaires; timely, accurate and complete responses to all Quarterly Compliance Questionnaires (iii) including the identification of any material compliance matters and a copy of any material changes to the Sub-Advisor's Rule 206(4)-7 compliance policies and procedures, marked to show changes along with a written instructions which summary of the Adviser or purpose of each such change); Annual Proxy Voting Questionnaires; Annual Best Execution and Soft Dollar Questionnaires, and responses to all other requests from the Trust’s Board of Trustees may issue from time-to-timeManager. The Sub-adviser also Advisor agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted make available for the Manager's review all deficiency letters issued by the Trust’s Board of Trustees as from time SEC together with all responses given by Sub-Advisor to time in effect (the “Procedures”)such letters. The Adviser has provided Sub-Advisor will advise the Manager of any material changes in the Sub-Advisor's ownership within a reasonable time after any such change.
(o) Vote proxies received on behalf of each Series (with respect to the portion thereof allocated to the Sub-adviser copies Advisor) in a manner consistent with the Sub-Advisor's proxy voting policies and procedures and provide a record of votes cast containing all Governing Documents 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.
(p) Respond to tender offers, rights offerings and Procedures and shall promptly provide other voluntary corporate action requests affecting securities held by each Series (with respect to the portion thereof allocated to the Sub-adviser any amendments or supplements thereto. Subject Advisor).
(q) Cooperate with the Manager in its performance of quarterly and annual tax compliance tests to and in pursuance monitor the Series' compliance with Subchapter M of the foregoingCode. If it is determined by the Manager or its tax advisors that the Series is not in compliance with the requirements imposed by the Code, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shallAdvisor, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection consultation with the placement of orders for Manager and its tax advisors, will take prompt action to bring the execution of Series back into compliance within the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) time permitted under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxCode.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Principal Funds, Inc.), Sub Advisory Agreement (Principal Funds, Inc.)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”)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 each Series.
(iie) Maintain, in connection with the requirements applicable Sub-Advisor's investment advisory services provided to registered investment companies under applicable lawsthe Allocated Assets, including without limitation compliance with the 1940 Act and Subchapter M the regulations adopted by the SEC thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets.
(f) Report to the Board of Directors of the Internal Revenue Code Fund at such times and in such detail as the Board of 1986Directors may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series (and any specific criteria applicable to the Allocated Assets) 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 each Series.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers and futures commission merchants ("broker-dealers"), select broker-dealers to effect all transactions for each Series, 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 each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as amended (well as the “Code”) expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and (iii) any written instructions which consistent with its fiduciary obligations to the Adviser or the Trust’s Board of Trustees may issue from time-to-timeFund and to other clients. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures Advisor will report on such allocations at the request of the Manager, the Fund or policies adopted by the Trust’s Fund's Board of Trustees Directors providing such information as from time the number of aggregated trades to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoingwhich each Series was a party, the Subbroker-adviser shall make all determinations with respect dealers to whom such trades were directed and the purchase and sale of portfolio securities in respect of basis for the Managed Assets and shall take such action necessary to implement allocation for the sameaggregated trades. The Sub-adviser Advisor shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best obtain execution on behalf of transactions for each FundSeries at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. In assessing the best execution available for any transactionHowever, the Sub-adviser shall consider all factors it deems relevantAdvisor may select brokers or dealers on the basis that they provide brokerage, including research or other services or products to the breadth of Sub-Advisor. To the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transactionextent consistent with applicable law, the Sub-adviser Advisor may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for a Fund which is in excess of the amount of commission or dealer spread another broker-broker or dealer would have charged for effecting that transaction if, but only if, if the Sub-adviser Advisor determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker-dealer 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 in terms of all of the overall responsibilities which the Sub-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain discretion. Not all records pertaining to the purchase and sale of investments such services or products need be used by the Sub-adviser on behalf of Advisor in managing the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 ActAllocated Assets. All such records shall In addition, joint repurchase or other accounts may not be the property of the Trust and shall be available for inspection and use utilized by the Securities and Exchange Commission (“SEC”), Series except to the Trust, the Adviser or extent permitted under any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained exemptive order obtained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxAdvisor provided that all conditions of such order are complied with.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.(j) Section 871(m)
Appears in 2 contracts
Samples: Sub Advisory Agreement (Principal Funds, Inc.), Sub Advisory Agreement (Principal Funds, Inc.)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, assets of the Portfolio shall at all without prior consultation with the Adviser, times be subject to and in accordance with (i) the investment objective and policies applicable provisions of each Fund set forth in each Fund’s the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Portfolio as set forth in such documents and as interpreted from time to time in effect (by the “Governing Documents”), (ii) Board of Directors of the requirements applicable to registered investment companies under applicable lawsFund and by the Adviser, including without limitation diversification of the 1940 Act and Subchapter M holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code of 1986Code, as amended (the “"Code”"), and Regulation Section 1.817-5 thereunder, provided that Advantus and Minnesota Mutual shall be responsible for ensuring that the Fund as a whole is "adequately diversified" if and to the extent required by Section 817(h) of the Code and (iii) any written instructions which Regulation 1.817-5 thereunder. Within the Adviser or framework of the Trust’s Board investment objectives, policies and restrictions of Trustees may issue from time-to-time. The the Portfolio, and subject to the supervision of the Adviser, the Sub-adviser also Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Portfolio. Advantus agrees to conduct its activities hereunder in accordance with any applicable procedures promptly inform the Sub-Adviser if such objective, policies or policies adopted by the Trust’s Board of Trustees as from time restrictions change and to time in effect (the “Procedures”). The Adviser has provided deliver to the Sub-adviser copies of all Governing Documents Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance reinvestments of the foregoingassets of the Portfolio, the Sub-adviser shall make all determinations Adviser shall:
(1) 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 Portfolio consistent with respect the investment objective and related investment policies for such Portfolio as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by 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.
(3) In connection with the purchase and sale of securities of the Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustPortfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Mimlic Series Fund Inc), Investment Sub Advisory Agreement (Mimlic Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”)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 each Series.
(iie) Maintain, in connection with the requirements applicable Sub-Advisor's investment advisory services provided to registered investment companies under applicable lawsthe Allocated Assets, including without limitation compliance with the 1940 Act and Subchapter M the regulations adopted by the SEC thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets.
(f) Report to the Board of Directors of the Internal Revenue Code Fund at such times and in such detail as the Board of 1986Directors may reasonably deem appropriate in order to enable it to determine that the investment policies, procedures and approved investment program of each Series (and any specific criteria applicable to the Allocated Assets) 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 each Series.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers, financial counterparties including swap counterparties and futures commission merchants ("broker-dealers"); select broker-dealers to effect all transactions for each Series; 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 each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as amended (well as the “Code”) expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub- Advisor considers to be the most equitable and (iii) any written instructions which consistent with its fiduciary obligations to the Adviser or the Trust’s Board of Trustees may issue from time-to-timeFund and to other clients. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures Advisor will report on such allocations at the request of the Manager, the Fund or policies adopted by the Trust’s Fund's Board of Trustees Directors providing such information as from time the number of aggregated trades to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoingwhich each Series was a party, the Subbroker-adviser shall make all determinations with respect dealers to whom such trades were directed and the purchase and sale of portfolio securities in respect of basis for the Managed Assets and shall take such action necessary to implement allocation for the sameaggregated trades. The Sub-adviser Advisor shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best obtain execution on behalf of transactions for each FundSeries at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. In assessing the best execution available for any transactionHowever, the Sub-adviser shall consider all factors it deems relevantAdvisor may select brokers or dealers on the basis that they provide brokerage, including research or other services or products to the breadth of Sub-Advisor. To the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transactionextent consistent with applicable law, the Sub-adviser Advisor may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for a Fund which is in excess of the amount of commission or dealer spread another broker-broker or dealer would have charged for effecting that transaction if, but only if, if the Sub-adviser Advisor determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker-dealer 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 in terms of all of the overall responsibilities which the Sub-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain discretion. Not all records pertaining to the purchase and sale of investments such services or products need be used by the Sub-adviser on behalf of Advisor in managing the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 ActAllocated Assets. All such records shall In addition, joint repurchase or other accounts may not be the property of the Trust and shall be available for inspection and use utilized by the Securities and Exchange Commission (“SEC”), Series except to the Trust, the Adviser or extent permitted under any person retained exemptive order obtained by the Trust at Sub- Advisor provided that all reasonable times. Where applicable, conditions of such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxxorder are complied with.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.(j) Section 871(m)
Appears in 2 contracts
Samples: Sub Advisory Agreement (Principal Funds, Inc.), Sub Advisory Agreement (Principal Funds, Inc.)
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes to provide the following services and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment of the Managed Assetsportfolio assets of the Fund that are allocated to the Sub-adviser from time to time by the Adviser (which portion may include any or all of the Fund's assets), including determining what portion of such assets will be invested or held uninvested in cash, all without prior consultation with the Adviser, subject to and in accordance with (i) the investment objective and policies of each the Fund set forth in each the Fund’s Agreement and Declaration of Trust, as amended, By-Laws, Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended amended, and the rules and regulations thereunder (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time to time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect and communicated to the Sub-adviser (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all current Governing Documents and current Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the TrustFund. The Sub-adviser shall not vote proxies submitted by issuers of securities held in the Fund. The voting of such proxies shall be the sole responsibility of the Adviser.
b. The Sub-adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings associated with the portfolio assets of the Fund that are allocated to the Sub-adviser to ensure compliance with the Governing Documents, Procedures and applicable law. The Sub-adviser shall also cooperate with and provide sufficient information to the Adviser to assist the Adviser in its monitoring of the investment activities and portfolio holdings of the Fund, including, without limitation, the Fund's satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Code. Notwithstanding the investment discretion delegated to the Sub-adviser hereunder, the Sub-adviser shall act on any instructions of the Adviser with respect to the investment activities used to manage the portfolio assets of the Fund that are allocated to the Sub-adviser to ensure the Fund’s compliance with the Governing Documents, Procedures and applicable law.
c. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the The Sub-adviser will shall use its best efforts to seek best obtain the most favorable price and execution on all portfolio transactions executed on behalf of each the Fund. In assessing the best execution available for any transaction, provided that, so long as the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in has complied with Section 28(e) of the Securities Exchange Act of 1934) provided , the Procedures and such instructions as the Adviser may from time to a Fund and/or other accounts over which time provide to the Sub-adviser, the Sub-adviser or an affiliate of may cause the Sub-adviser exercises investment discretion. The Sub-adviser is authorized Fund to pay a broker-dealer who provides such brokerage and research services commission on a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only ifcharged. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-adviser, the Sub-adviser determines in good faith that such commission was reasonable in relation shall, to the value of extent it determines such allocation would be beneficial to the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction Fund, aggregate the securities to be so purchased or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection sold with the placement of other orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments other accounts managed by the Sub-adviser on behalf in order to obtain best execution. In such event, allocation of the Funds securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser consistent with the Procedures and in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
d. The Sub-adviser (A) shall maintain such books and records as are required by Rule 31a-1(b)(5law, including without limitation the 1940 Act and the Advisers Act, and the rules and regulations thereunder, (B) shall render to the Board such periodic and special reports as the Board or the Adviser may reasonably request in writing, and (9C) shall meet with any persons at the reasonable request of the Adviser or the Board for the purpose of reviewing the Sub-adviser's performance under the 1940 Actthis Agreement at reasonable times and upon reasonable advance written notice. All such books and records shall be the property of the Trust and the Sub-adviser will surrender promptly to the Fund any of such records upon the Fund’s request (provided that the Sub-adviser may retain a copy of such records) and shall be make all such books and records available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx1940 Act. On each business day, the Sub-adviser shall provide to the Fund's custodian and the Fund’s administrator information relating to all transactions concerning the Fund's assets and shall provide the Adviser with such other information as the Adviser may request.
d. e. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
f. The Sub-adviser shall timely provide to the Adviser and the Fund all information and documentation they may reasonably request as necessary or appropriate in connection with the compliance by them or either of them with the requirements of any applicable law, including, without limitation, (i) information and commentary for the Fund's annual and semi-annual reports, in a format approved by the Adviser, together with (A) a certification that such information and commentary discuss all of the factors that materially affected the performance of the portion of the Fund allocated to the Sub-adviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) additional certifications related to the Sub-adviser's management of the Fund in order to support the Fund's filings on Form N-CSR, Form N-Q and other applicable forms, and the Fund's Principal Executive Officer's and Principal Financial Officer's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a quarterly sub-certification with respect to compliance matters related to the Sub-adviser and the Sub-adviser's management of the Fund, in a format reasonably requested by the Adviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-adviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Sub-adviser's compliance program, in a format reasonably requested by the Adviser.
Appears in 2 contracts
Samples: Interim Sub Advisory Agreement (Evergreen Equity Trust /De/), Sub Advisory Agreement (Evergreen Equity Trust /De/)
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes to provide the following services and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, all without prior consultation with the Adviser, subject to and in accordance with (i) the investment objective and policies of each the Fund set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each the Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a the Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a the Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each the Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 2 contracts
Samples: Interim Sub Advisory Agreement (Evergreen Select Fixed Income Trust), Interim Sub Advisory Agreement (Evergreen Select Fixed Income Trust)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for each Series.
(b) Furnish to the investment and reinvestment Board of Directors of the Managed AssetsFund for approval (or any appropriate committee of such Board), all and revise from time to time as conditions require, a recommended investment program for each 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 AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”)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 each Series.
(e) Maintain, in connection with the Sub-Advisor'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 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 each 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 each Series.
(i) Open accounts with broker-dealers and futures commission merchants ("broker-dealers"), select broker-dealers to effect all transactions for each Series, 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 each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will report on such allocations at the request of the Manager, the Fund or the Fund's Board of Directors providing such information as the number of aggregated trades to which each 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-Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub-Advisor 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-Advisor 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-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Advisor 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-Advisor provided that all conditions of such order are complied with.
(j) Maintain all accounts, books and records with respect to each 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 applicable of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each Series are the property of the Fund, agrees to registered investment companies 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-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series.
(k) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor'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-Advisor's current Code of Ethics. Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics.
(l) 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 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-advisor and may be required for the Fund or the Manager to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of limitation, the Internal Revenue Code of 1986, as amended (the “"Code”) and (iii) any written instructions which "), the Adviser or 1940 Act, the Trust’s Board Investment Advisers Act, the Securities Act of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees 1933, as from time to time in effect amended (the “Procedures”"Securities Act"). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution availablestate securities laws, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services any rule or regulation thereunder. (as those terms are used in Section 28(en) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser Vote proxies received on behalf of the Funds Series in a manner consistent with Sub-Advisor's proxy voting policies and procedures and provide a record of votes cast containing all of the voting information required by Rule 31a-1(b)(5Form 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 (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use other voluntary corporate action requests affecting securities held by the Securities Fund and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained complete and file notices of claims in connection with class action lawsuits concerning securities owned by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxFund.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Principal Investors Fund Inc), Sub Advisory Agreement (Principal Investors Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of ACWMF relating to the Fund and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Directors of ACWMF and by the Adviser. Within the framework of the investment objectives, policies and restrictions of the Fund, and subject to the supervision of the Adviser and the Fund's Board of Directors, the Sub-adviser Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund.
(2) In carrying out its obligations to manage the investment investments and reinvestment reinvestments of the Managed Assetsassets of the Fund, all without prior consultation the Sub-Adviser shall: (1) 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's investment portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the Adviser, subject to and in accordance with (i) the investment objective and related investment policies of each for the Fund as set forth in each Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986ACWMF's registration statement, as amended (the “Code”) amended; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser aforementioned investment program by purchase and sale of securities including the placing, or directing the Trust’s Board placement through an affiliate of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies Adviser, of all Governing Documents orders for such purchases and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations sales.
(3) In connection with respect to the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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's investment portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Fund. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to ACWMF's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealersset forth in ACWMF's Registration Statement, the Sub-adviser will use its best efforts as amended from time to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealertime, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of under the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which 1933 and the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion1940 Act. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust ACWMF and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser ACWMF or any person retained by the Trust at all reasonable timesACWMF. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (American Century World Mutual Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. Adviser -------------------------------------------------------------
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the articles of incorporation, the by-laws, the registration statement, the effective prospectus and the statement of additional information of the Company relating to the Fund (the "Fund Documents") and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Directors of the Company and by the Adviser. Copies of the Fund Documents have been or will be submitted to the Sub-Adviser. The Company agrees to provide copies of all amendments to or restatements of the Fund Documents to the Sub-Adviser on a timely and on-going basis but in all events prior to such time as said amendments or restatements become effective. The Sub-adviser shall manage Adviser will be entitled to rely on all such documents furnished to it by the Company, the Fund, or the Adviser. Within the framework of the investment objectives, policies and reinvestment restrictions of the Managed AssetsFund, all without prior consultation with and subject to the supervision of the Adviser, subject the Sub-Adviser shall have responsibility for making and executing investment decisions for the Fund.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall:
(1) 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 accordance the Fund's investment portfolio or are under consideration for inclusion therein; (2) under the supervision of the Adviser, formulate and implement a continuous investment program for the Fund consistent with (i) the investment objective and related investment policies of each for the Fund as set forth in each Fund’s Prospectus the Fund Documents, as amended; and Statement (3) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of Additional Information as from time to time in effect (securities including the “Governing Documents”)placing, (ii) or directing the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M placement through an affiliate of the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder Adviser in accordance with any applicable procedures or policies adopted by the Trust’s Board regulatory requirements, of Trustees as from time to time in effect orders for such purchases and sales.
(the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations 3) In connection with respect to the purchase and sale of portfolio securities in respect of the Managed Assets Fund, the Sub-Adviser shall arrange for the transmission to the Custodian for the Fund and, as directed by the Adviser, any other persons retained by the Fund on a daily basis such confirmations, trade tickets and shall take such action other documents as may be necessary to implement enable them to perform their administrative responsibilities with respect to the sameFund's investment portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Company's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may, from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies of the Fund, dealers or other financial institutions as it may selectset forth in the Fund Documents, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act. In executing connection with the placement of orders for the execution of the Fund's portfolio transactions transactions, the Sub- Adviser shall create and selecting brokermaintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the property of the Company and shall be available for inspection and use by the Securities and Exchange Commission ("SEC"), the Company, the Adviser, or any other person retained by the Company. The Sub-dealersAdviser agrees to surrender promptly to the Company any of such records upon the Company's request. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by the 1940 Act. The Sub-Adviser shall, in the name of the Fund, vote all proxies solicited by or with respect to the issuers of securities in which the Fund may be invested from time to time.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-adviser 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 will use its best efforts to seek best execution on behalf of each Fundthe Fund the best overall terms available. In assessing the best execution overall terms available for any transaction, the Sub-adviser Sub- Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-broker or dealer, and the reasonableness of the commission, if any (all any, both for the specific transaction and on a continuing basis). In evaluating the best execution overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also Adviser is expressly authorized to consider the brokerage fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser's investment research and research services (as those terms are used portfolio management capability generally. Subject to the initial approval of the Sub-Adviser's soft dollar policy by the Company's Board of Directors and further subject to the review of the Company's Board of Directors from time to time with respect to the extent and continuation of such policy, the Sub-Adviser may, in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided , as amended, negotiate with and assign to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services broker a commission for executing a portfolio transaction for a Fund which is in excess of may exceed the amount of commission which another broker-dealer broker would have charged for effecting that the transaction if, but only if, if the Sub-adviser Adviser determines in good faith that such the amount of commission charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker-dealer broker viewed in terms of that particular transaction or in terms of all either of the accounts over which investment discretion is so exercised.
c. Fund or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts. In connection with the placement of orders for the execution of the portfolio transactions of each Fundaddition, the Sub-adviser shall create and maintain all records pertaining Adviser is authorized to take into account the sale of shares of the Company in allocating purchase and sale of investments by orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Company's principal underwriter), provided that the Sub-adviser on behalf Adviser believes that the quality of the Funds required by Rule 31a-1(b)(5) transaction and (9) under the 1940 Actcommission are comparable to what they would be with other qualified firms. All such records shall In no instance, however, will portfolio securities be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser purchased from or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by sold to the Sub-adviser for Adviser, the periods and Adviser, the Company's principal underwriter, or any affiliated person of either the Company, the Adviser, Sub-Adviser or the principal underwriter, acting as principal in the places required transaction, except to the extent permitted by Rule 31a-2 under the 0000 XxxSEC through rules, regulations, decisions and no-action letters.
d. (b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable federal and state laws, rules and regulations.
(c) The Sub-Adviser will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld and will be deemed granted where Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund).
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Firstar Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes Advisor
(a) Provide investment advisory services, including but not limited to provide research, advice and supervision for the following services and Series.
(b) Furnish to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment Board of Directors of the Managed AssetsFund for approval (or any appropriate committee of such Board), all and revise from time to time as economic conditions require, a recommended investment program for the Series consistent with the 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 AdviserManager 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, Certificate of Incorporation and in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect. The Sub-Advisor is not required to execute foreign currency trades through the Custodian but may, in its sole discretion and in accordance with its fiduciary duty, select the custodian or counterparties for the execution of foreign currency transactions.
(d) The Sub-Advisor shall have no liability for the acts or omissions of any custodian of the Fund’s assets.
(e) Instruct the Series’ custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Series, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Series upon acquisition of the same for the Series.
(f) Vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations relating to the Series’ investment securities in the manner in which the Sub-Advisor believes to be in the best interests of the Series provided such materials have been forwarded to the Sub-Advisor in a timely fashion by the Series’ custodian, and shall review its proxy voting activities on a periodic basis with the Manager. Upon sixty (60) days’ written notice to the Sub-Advisor, the Manager may withdraw the authority granted to the Sub-Advisor to vote proxies pursuant to this Section.
(g) Advise and assist the officers of the Fund, as requested by the officers, in taking such steps as are reasonably 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.
(h) Maintain, in connection with the Sub-Advisor’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 Fund’s prospectus and statement of additional information subject to receipt of such additional information as may be required from the Manager and provided in accordance with Section 12(d) of this Agreement.
(i) 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.
(j) Upon request, provide assistance and advice 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.
(k) 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 (excluding brokerage expenses and pricing and bookkeeping services).
(l) Open accounts with broker-dealers and future commission merchants (“broker-dealers”), select broker-dealers to effect all transactions for the Series, 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 Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will, at the request of the Manager, the Fund or the Fund’s Board of Directors, provide quarterly brokerage allocation summary reports as specified in Rule 31a-1(b)(9) under the 1940 Act and a copy of the Sub-Advisor's trade allocation procedures which includes the basis for the allocation of any aggregated trades. The Sub-Advisor shall use its best efforts to obtain execution of transactions for the Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, and with applicable law, the Sub-Advisor 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-Advisor 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-Advisor 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-Advisor 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-Advisor provided that all conditions of such order are complied with.
(m) 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 Advisor’s Act of 1940 (the “Governing DocumentsInvestment Advisor’s Act”), (ii) 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 applicable of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for the Series are the property of the Fund, agrees to registered investment companies preserve for the periods described by Rule 31a-2 under the 1940 Act any records that it maintains for the Account 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 Series upon request by the Fund or the Manager, provided, however, the Sub-Advisor may retain copies of such records. The Sub-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services provided to the Series.
(n) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor’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-Advisor’s current Code of Ethics. Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor’s Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor’s Code of Ethics.
(o) 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 the Series, all in such detail as the Manager or the Fund may reasonably request. The Sub-Advisor 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 such times as mutually agreeable to the parties to review the investments of the Series.
(p) Provide such information as is customarily provided by a sub-advisor and may be required for the Fund or the Manager to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of limitation, the Internal Revenue Code of 1986, as amended (the ”Code“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.
(q) The Sub-Advisor is not the compliance agent for the Fund or for the Manager, and does not have access to all of the Fund's books and records necessary to perform certain compliance testing. To the extent that the Sub-Advisor has agreed to perform the services specified in this Section and in Section 2(h) hereof in accordance with applicable law, the Act and the Advisers Act ("Applicable Law")) and in accordance with the Trust Documents, policies and determinations of the Board of Directors of the Fund and the Manager and the Fund's Disclosure Documents (iii) any collectively, the "Charter Requirements"), the Sub-Advisor shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Fund's books and records, and upon written instructions which received from the Adviser Fund, the Manager or the Trust’s Board Fund's administrator, and shall not be held responsible under this Sub-Advisory Agreement so long as it performs such services in accordance with this Sub-Advisory Agreement, the Charter Requirements, and Applicable Law based upon such books and records and such instructions provided by the Fund, the Manager of Trustees may issue from time-to-timethe Fund's administrator. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board Advisor shall be afforded a reasonable amount of Trustees as from time to time in effect implement any such instructions (the “Procedures”). The Adviser has provided for example, if instructed not to the Sub-adviser copies trade on behalf of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments securities of certain specified Manager or supplements thereto. Subject to and in pursuance of the foregoingFund affiliates, the Sub-adviser Advisor shall make all determinations with respect to the purchase and sale be afforded five business days after receipt of portfolio securities in respect of the Managed Assets and shall take such action necessary instruction to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trustthis trading restriction).
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on r) Provide a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate copy of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides Advisor’s Form ADV and any material amendments thereto promptly after the filing of such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection documents with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxxother regulatory agency.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Principal Variable Contracts Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect. The Sub-Advisor is also authorized to provide instructions to the Fund's custodian relating to such purchase and sale of the Series' portfolio holdings.
(d) Advise and assist the “Governing Documents”)officers of the Fund, as reasonably requested by the officers, in taking such steps as are reasonably 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 each Series.
(e) Maintain, in connection with the Sub-Advisor's investment advisory services provided to the Allocated Assets, compliance with the 1940 Act, the regulations adopted by the SEC thereunder, the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information, and any specific criteria applicable to the Allocated Assets, subject to receipt of such additional information as may be required from the Manager and provided in accordance with Section 12(d) of this Agreement.
(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 each Series (and any specific criteria applicable to the Allocated Assets) are being observed.
(g) Upon request, provide reasonable 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; it being agreed that the Sub-Advisor shall have no responsibility for determining the fair value of the Series' portfolio holdings.
(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) the requirements applicable to registered investment companies under applicable lawsadministrative facilities, including without limitation bookkeeping, clerical personnel and equipment necessary for the 1940 Act and Subchapter M efficient conduct of the Internal Revenue Code investment advisory affairs of 1986each Series . For the avoidance of doubt, the parties agree that the Sub-Advisor shall not be responsible for expenses related to the operation of the Fund, including, without limitation, compensation of the Fund's officers or directors, the Fund's brokerage commissions or taxes, or the Fund's audit, accounting, administrative, transfer agency, custody, legal, registration, or insurance expenses.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers, financial counterparties including swap counterparties and futures commission merchants (collectively "broker-dealers"); select broker-dealers to effect all transactions for each Series; 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 each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as amended (well as the “Code”) expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub- Advisor considers to be the most equitable and (iii) any written instructions which consistent with its fiduciary obligations to the Adviser or Fund and to other clients of the Trust’s Board of Trustees may issue from timeSub-to-Advisor and its affiliates over time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures Advisor will report on such allocations at the request of the Manager, the Fund or policies adopted by the Trust’s Fund's Board of Trustees Directors providing such information as from time the number of aggregated trades to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoingwhich each Series was a party, the Sub-adviser shall make all determinations with respect broker- dealers to whom such trades were directed and the purchase and sale of portfolio securities in respect of basis for the Managed Assets and shall take such action necessary to implement allocation for the sameaggregated trades. The Sub-adviser Advisor shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best obtain execution on behalf of transactions for each FundSeries at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. In assessing the best execution available for any transactionHowever, the Sub-adviser shall consider all factors it deems relevantAdvisor may select brokers or dealers on the basis that they provide brokerage, including research or other services or products to the breadth of Sub-Advisor or its affiliates. To the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transactionextent consistent with applicable law, the Sub-adviser Advisor may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for a Fund which is in excess of the amount of commission or dealer spread another broker-broker or dealer would have charged for effecting that transaction if, but only if, if the Sub-adviser Advisor determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker-dealer 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 in terms of all of the overall responsibilities which the Sub-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain discretion. Not all records pertaining to the purchase and sale of investments such services or products need be used by the Sub-adviser on behalf of Advisor in managing the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 ActAllocated Assets. All such records shall In addition, joint repurchase or other accounts may not be the property of the Trust and shall be available for inspection and use utilized by the Securities and Exchange Commission (“SEC”), Series except to the Trust, the Adviser or extent permitted under any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained exemptive order obtained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxAdvisor provided that all conditions of such order are complied with.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.(j) Section 871(m)
Appears in 1 contract
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes Adviser
(a) Provide investment advisory services, including but not limited to provide research, advice and supervision for the following services Portfolio or Segment.
(b) Implement the approved investment program by placing orders for the purchase and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment sale of the Managed Assets, all securities without prior consultation with the AdviserAdviser 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 and in accordance with (i) the investment objective and policies provisions of each Fund set forth in each the Fund’s Prospectus registration statement, Articles of Incorporation and Statement Bylaws and the requirements of Additional Information the 1940 Act, as each of the same shall be from time to time in effect 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, 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 Portfolio or Segment investment strategies and restrictions as stated in the Fund’s prospectus and statement of additional information subject to receipt of such additional information as may be required from the Adviser and provided in accordance with Section 15(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 it to determine that the investment policies, procedures and approved investment program of the Portfolio or Segment are being observed. The Sub-Adviser will also keep the Board of Directors informed of important developments affecting the Fund, the Portfolio and the Sub-Adviser, and on its own initiative will furnish the Adviser and the Board of Directors from time-to-time with such information as the Sub-Adviser may believe appropriate, whether concerning the individual companies whose securities are held by the Portfolio, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the portfolio maintains investments.
(e) 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 Portfolio or Segment.
(f) Open accounts with broker-dealers and futures commission merchants (“Governing Documentsbroker-dealers”), select broker-dealers to effect all transactions for the Portfolio or Segment, place all necessary orders with broker-dealers or issuers (iiincluding 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 aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Adviser. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to other clients. The Sub-Adviser will seek to 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 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 Adviser 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 Board of Directors.
(h) Maintain all accounts, books and records with respect to the Portfolio or 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 applicable 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 registered investment companies preserve for the periods described by 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 has no responsibility for the maintenance of Fund records except insofar as is directly related to the 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 current Code of Ethics. Sub-Adviser shall promptly forward to the Adviser a copy of any material amendment to the Sub-Adviser’s Code of Ethics along with certification that the Sub-Adviser has implemented procedures for administering the Sub-Adviser’s Code of Ethics.
(j) From time to time as the Adviser or the 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 due 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 Portfolio or the Adviser to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of 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.
(iiim) The Adviser and the Fund agree and understand that the Sub-Adviser is not responsible to advise or act for the Portfolio in any written instructions which legal proceedings, including bankruptcies or class actions, involving securities held or previously held by the Adviser Portfolio or Segment or the Trust’s Board issuers of Trustees such securities. 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, the Sub-Adviser shall at all times comply with:
(i) all applicable provisions of the 1940 Act, and any rules and regulations adopted thereunder;
(ii) the provisions of the registration statement of the Fund, as it may issue be amended from time-to-time. The Sub, under the 1940 Act;
(iii) the provisions of the Articles of Incorporation of the Fund, as they may be amended from time-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures to-time;
(iv) the provisions of the By-laws of the Fund, as they may be amended from time-to-time, or policies adopted by resolutions of the Trust’s Board of Trustees Directors as may be adopted from time to time in effect time-to-time;
(v) the “Procedures”). The Adviser has provided provisions of the Internal Revenue Code of 1986, as amended, applicable to the Sub-adviser copies Fund or the Portfolio; and
(vi) any other applicable provisions of all Governing Documents and Procedures and shall promptly provide to state or federal law.
(o) As in the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations case with respect to the purchase and sale of portfolio securities in respect of Adviser under the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the Investment Advisory Agreement, any investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments undertaken by the Sub-adviser on behalf Adviser relating to the Portfolio, shall at times be subject to the direction and control of the Funds required by Rule 31a-1(b)(5) and (9) under Fund’s Board of Directors, as well as the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxAdviser.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes Adviser
(a) Provide investment advisory services, including but not limited to provide research, advice and supervision for the following services Portfolio or Segment.
(b) Implement the approved investment program by placing orders for the purchase and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment sale of the Managed Assets, all securities without prior consultation with the AdviserAdviser 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 and in accordance with (i) the investment objective and policies provisions of each Fund set forth in each the Fund’s Prospectus registration statement, Restricted Securities List, Articles of Incorporation and Statement Bylaws and the requirements of Additional Information the 1940 Act, as each of the same shall be from time to time in effect 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, 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 Portfolio or Segment investment strategies and restrictions as stated in the Fund’s prospectus and statement of additional information subject to receipt of such additional information as may be required from the Adviser and provided in accordance with Section 15(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 it to determine that the investment policies, procedures and approved investment program of the Portfolio or Segment are being observed. The Sub-Adviser will also keep the Board of Directors informed of important developments affecting the Portfolio or Segment, and on its own initiative will furnish the Adviser and the Board of Directors from time-to-time with such information as the Sub-Adviser may believe appropriate.
(e) 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 Portfolio or Segment.
(f) Open accounts with broker-dealers and futures commission merchants (“Governing Documentsbroker-dealers”), select broker-dealers to effect all transactions for the Portfolio or Segment, place all necessary orders with broker-dealers or issuers (iiincluding 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 aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Adviser. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to other clients. The Sub-Adviser will seek to 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 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 Adviser 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 individual 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) Maintain all accounts, books and records with respect to the Portfolio or 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 applicable 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 registered investment companies preserve for the periods described by 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 has no responsibility for the maintenance of Fund records except insofar as is directly related to the 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 current Code of Ethics. Sub-Adviser shall promptly forward to the Adviser a copy of any material amendment to the Sub-Adviser’s Code of Ethics along with certification that the Sub-Adviser has implemented procedures for administering the Sub-Adviser’s Code of Ethics.
(j) From time to time as the Adviser or the 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 due 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 Portfolio or the Adviser to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of limitation, the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which ), the Adviser or 1940 Act, the Trust’s Board Investment Advisers Act, the Securities Act of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees 1933, as from time to time in effect amended (the “ProceduresSecurities Act”). The Adviser has provided to , and any state securities laws, and any rule or regulation thereunder.
(l) Provide a copy of the Sub-adviser copies Adviser’s Form ADV and any material amendments thereto contemporaneously with the filing of all Governing Documents such documents with the Securities and Procedures Exchange Commission or other regulatory agency.
(m) The Adviser and shall promptly provide to the Fund agree and understand that the Sub-adviser Adviser is not responsible to advise or act for the Portfolio in any amendments legal proceedings, including bankruptcies or supplements thereto. Subject to and in pursuance class actions, involving securities held or previously held by the Portfolio or Segment or the issuers of such securities.
(n) In carrying out its obligations under this Agreement, without limiting the generality of the foregoing, the Sub-adviser Adviser shall make at all determinations times comply with the following as they have been provided to Sub-Adviser:
(i) all applicable provisions of the 1940 Act, and any 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) subject to Section 4(b) below, the provisions of the Code applicable to the Portfolio relating to its qualification as a regulated investment company under Subchapter M of the Code; and
(iv) any other applicable provisions of state or federal law.
(o) As in the case with respect to the purchase 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 sale of portfolio securities in respect control of the Managed Assets Fund’s Board of Directors, as well as the Adviser.
(p) In the manner in which the Sub-Advisor believes to be in the best interests of the Portfolio or Segment, (i) exercise conversion or subscription rights, and shall take respond to tender offers and other consent solicitations relating to the investment securities held by the Portfolio or Segment and (ii) vote proxies with respect only to those securities of U.S. companies held by the Portfolio or Segment; provided that such action necessary materials and information have been forwarded to implement the sameSub-Advisor or its designee in a timely fashion by the Portfolio’s custodian. The Sub-adviser Advisor shall render such review its proxy voting activities on a periodic basis with the Manager and provide reports as are reasonably requested by the Manager to assist the Trust’s Board Portfolio in meeting its regulatory reporting requirements. For the avoidance of Trustees doubt, the Adviser and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, Fund agree and understand that the Sub-adviser shall, in the name Adviser is not responsible to vote or give any advice about how to vote proxies for securities of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting brokernon-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments U.S. companies held by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser Portfolio or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxSegment.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes Advisor
(a) Provide investment advisory services, including but not limited to provide research, advice and supervision for the following services and Series.
(b) Furnish to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment Board of Directors of the Managed AssetsFund for approval (or any appropriate committee of such Board), all and revise from time to time as economic conditions require, a recommended investment program for the Series consistent with the Series’ investment objective and policies.
(c) Implement the approved investment program by opening accounts and placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 and in accordance with (i) the investment objective and policies provisions of each Fund set forth in each the Fund’s Prospectus Certificate of Incorporation and Statement Bylaws and the requirements of Additional Information the 1940 Act, as each of the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”)officers of the Fund 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) 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.
(f) 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.
(g) 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) the requirements applicable to registered investment companies under applicable lawsadministrative facilities, including without limitation bookkeeping, clerical personnel and equipment necessary for the 1940 Act and Subchapter M efficient conduct of the Internal Revenue Code investment advisory affairs of 1986the Series.
(h) Select brokers and dealers to effect all transactions for the Series, as amended (place all necessary orders with brokers, dealers, or issuers, and negotiate brokerage commissions if applicable. To the “Code”) and (iii) any written instructions which extent consistent with applicable law, purchase or sell orders for the Adviser Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Trust’s Board of Trustees may issue from timeSub-to-timeAdvisor. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and Advisor shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best obtain execution on behalf of each Fundtransactions for the Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. In assessing the best execution available for any transactionHowever, the Sub-adviser shall consider all factors it deems relevantAdvisor may select brokers or dealers on the basis that they provide brokerage, including research or other services or products to the breadth of Series and/or other accounts serviced by the market in Sub-Advisor. To the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transactionextent consistent with applicable law, the Sub-adviser Advisor may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for a Fund which is in excess of the amount of commission or dealer spread another broker-broker or dealer would have charged for effecting that transaction if, but only if, if the Sub-adviser Advisor determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker-dealer broker or dealer. This determination, with respect to brokerage and research services or products, may be viewed in terms of either that particular transaction or in terms of all of the overall responsibilities which the Sub-Advisor and its affiliates have with respect to the Series or to accounts over which they exercise investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain discretion. Not all records pertaining to the purchase and sale of investments such services or products need be used by the Sub-adviser on behalf Advisor in managing the Series.
(i) 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 Funds required by Rule 31a-1(b)(51940 Act and Investment Advisers Act of 1940 (the “Investment Advisors Act”) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxxrules thereunder.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Principal Variable Contracts Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The Sub-adviser investment of the assets of the Fund shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed AssetsFund as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser. Within the framework of the investment objectives, all without prior consultation with policies and restrictions of the Fund, and subject to the supervision of the Adviser, subject to the Sub-Adviser shall have the sole and in accordance with (i) exclusive responsibility for the making and execution of all investment objective and policies decisions for the Fund. The Adviser will provide copies of each Fund set forth in each Fund’s the Articles of Incorporation, Bylaws, Registration Statement, current Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986Fund, as amended (well as any current interpretations by the “Code”) and (iii) any written instructions which Board of Directors of the Fund or the Adviser or of the Trust’s Board investment objectives, policies and restrictions of Trustees may issue from time-to-time. The the Fund set forth therein, prior to commencement of the Sub-adviser also Adviser's services hereunder and agrees to conduct its activities hereunder promptly inform the Sub-Adviser, in accordance writing, of any changes in such documents or interpretations which may affect the Sub-Adviser's services hereunder, it being understood that such changes will be effective with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided respect to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to Adviser upon the Sub-adviser any amendments or supplements thereto. Subject Adviser's receipt of such notice.
(2) In carrying out its obligations to manage the investments and in pursuance reinvestments of the foregoingassets of the Fund, the Sub-adviser shall make all determinations Adviser shall:
(1) 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 respect the investment objectives and related investment policies for such Fund as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of securities including the placing of orders for such purchases and sales.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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 in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Fund. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with direct the placement of orders for the execution of the portfolio transactions in accordance with the policies with respect thereto, as set forth in the
(a) of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use use, upon reasonable notice and during normal business hours, by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to other fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus Enterprise Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, assets of the Fund shall at all without prior consultation with the Adviser, times be subject to and in accordance with (i) the investment objective and policies applicable provisions of each Fund set forth in each Fund’s the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time in effect (by the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M Board of Directors of the Internal Revenue Code of 1986, as amended (the “Code”) Fund and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time Adviser, and communicated in effect (the “Procedures”). The Adviser has provided writing to the Sub-adviser copies Adviser. Within the framework of the investment objectives, policies and restrictions of the Fund, 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 Governing Documents investment decisions for the Fund. The Adviser agrees to promptly inform the Sub-Adviser if such objectives, policies or restrictions change and Procedures and shall promptly provide to deliver to the Sub-adviser any amendments or supplements thereto. Subject Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and in pursuance reinvestments of the foregoingassets of the Fund, the Sub-adviser shall make all determinations Adviser shall:
(1) 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 respect the investment objectives and related investment policies for the Fund as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by 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.
(3) In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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 in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Fund. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to other fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus Venture Fund Inc)
Obligations of and Services to be Provided by the Sub. adviserAdvisor The Sub-Advisor will:
(a) Monitor the Series: The Manager allocates and from time to time re-allocates the assets of the Series among multiple sub advisors that are responsible for managing those assets. The Sub-adviser undertakes Advisor will monitor the Manager's allocations of the Series' assets among the sub-advisors and report to provide the following services Manager monthly, quarterly and annually with recommendations regarding changes to assume the following obligations:
a. Manager's current allocations. The Sub-adviser shall manage Advisor recommendations will include its outlook for capital markets and opportunities currently offered by the investment market and reinvestment will reflect its internal capital markets research and analyses performed using its proprietary tools. The Sub-Advisor will also monitor the performance of the Managed AssetsSeries and report to the Manager monthly, all without prior consultation with quarterly and annually on such performance in comparison to such peer funds and benchmarks as the Adviser, subject to and in accordance with (i) the investment objective and policies of each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as Manager may from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-timeselect. The Sub-adviser also agrees Advisor's performance monitoring duties will include portfolio performance, measurement and review, and each quarterly performance report will reflect the results of such performance, measurement and review and will include the Sub-Advisor's analyses of, among other things, geographic concentration, amount of leverage and beta exposure as well as the Sub Advisor's assessment of whether the risks to conduct its activities hereunder which the Series is exposed through the use of the sub advisors have been identified and, to the extent possible, controlled. Such monthly and quarterly reports will be in accordance with any applicable procedures or policies adopted by substantially the Trust’s Board form of Trustees Exhibit A hereto.
(b) Monitor the Sub-advisors: The Sub-Advisor will monitor the performance of each of the Series' sub-advisors and report to the Manager monthly , quarterly and annually on such performance in comparison to the performance of such advisers and benchmarks as the Manager may from time to time in effect (the “Procedures”)select. The Adviser has provided to Sub-Advisor's monitoring duties will include, and each monthly report regarding the performance of each sub-advisor will reflect the results of, one or more telephone conferences held by the Sub-adviser copies Advisor with each sub-advisor. Each monthly, quarterly, and annual report will include, as appropriate, the Sub-Advisor's assessment of all Governing Documents whether any sub-advisor has, in carrying out its investment duties for the Series, deviated materially from its investment philosophy or process, changed its personnel responsible for management of the assets of the Series allocated to it, suffered a financial or other event that threatens its ability to carry out its responsibilities to the Series, achieved an acceptable level of performance during the period without taking an unexpected degree of risk and Procedures adhered to the investment guidelines established by the Manager for each sub-advisor . Prior to the time the Sub-Advisor begins its work pursuant to this agreement , the Manager will provide the Sub-Advisor with the investment guidelines and shall subsequently the Manager will provide the Sub-Advisor promptly with any amendments to the guidelines . In determining whether any sub advisor has suffered a financial or other event that threatens its ability to carry out its responsibilities to the Series, or has failed to adhere to the investment guidelines the Manager establishes, the Sub-Advisor may rely solely on information the Manager receives from each sub-advisor in the form of responses to the Manager's periodic questionnaire or other documentation , which documentation the Manager will provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance Advisor within ten business days of the foregoingManager's receipt of it. The Manager will also cause each sub-advisor to cooperate with the Sub-Advisor , including causing each sub-advisor to promptly provide to Sub-Advisor any other information the Sub-Advisor reasonably requests and make available the appropriate personnel to provide Sub-Advisor with clarifications and such other information that the Sub Advisor may reasonably require to enable Sub-Advisor to carry out its responsibilities pursuant to this agreement.
(c) Evaluate Sub-advisor Candidates: The Manager may from time to time undertake to select and recommend to the Fund's Board of Directors the engagement of one or more new sub-advisors for the Series. At the Manager's request and using a process satisfactory to both the Manager and the Sub-Advisor , the Sub-adviser shall make all determinations with respect to Advisor will assist the purchase and sale of portfolio securities Manager in respect of the Managed Assets and shall take such action necessary to implement the same. The Subevaluating new sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trustadvisor candidates .
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Samples: Sub Advisory Consulting Agreement (Principal Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes to provide the following services and to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment of the Managed Assetsportfolio assets of the Fund that are allocated to the Sub-adviser from time to time by the Adviser (which portion may include any or all of the Fund's assets), including determining what portion of such assets will be invested or held uninvested in cash, all without prior consultation with the Adviser, subject to and in accordance with (i) the investment objective and policies of each the Fund set forth in each the Fund’s 's Agreement and Declaration of Trust, as amended, By-Laws, Prospectus and Statement of Additional Information as from time to time in effect (the “"Governing Documents”"), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended amended, and the rules and regulations thereunder (the “"Code”") and (iii) any written instructions which the Adviser or the Trust’s 's Board of Trustees may issue from time-to-time to time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s 's Board of Trustees as from time to time in effect and communicated to the Sub-adviser (the “"Procedures”"). The Adviser has provided to the Sub-adviser copies of all current Governing Documents and current Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s 's Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the TrustFund. The Sub-adviser shall not vote proxies submitted by issuers of securities held in the Fund. The voting of such proxies shall be the sole responsibility of the Adviser.
b. The Sub-adviser shall be responsible for daily monitoring of the investment activities and portfolio holdings associated with the portfolio assets of the Fund that are allocated to the Sub-adviser to ensure compliance with the Governing Documents, Procedures and applicable law. The Sub-adviser shall also cooperate with and provide sufficient information to the Adviser to assist the Adviser in its monitoring of the investment activities and portfolio holdings of the Fund, including, without limitation, the Fund's satisfaction of quarterly diversification requirements for qualification as a regulated investment company under the Code. Notwithstanding the investment discretion delegated to the Sub-adviser hereunder, the Sub-adviser shall act on any instructions of the Adviser with respect to the investment activities used to manage the portfolio assets of the Fund that are allocated to the Sub-adviser to ensure the Fund's compliance with the Governing Documents, Procedures and applicable law.
c. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the The Sub-adviser will shall use its best efforts to seek best obtain the most favorable price and execution on all portfolio transactions executed on behalf of each the Fund. In assessing the best execution available for any transaction, provided that, so long as the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in has complied with Section 28(e) of the Securities Exchange Act of 1934) provided , the Procedures and such instructions as the Adviser may from time to a Fund and/or other accounts over which time provide to the Sub-adviser, the Sub-adviser or an affiliate of may cause the Sub-adviser exercises investment discretion. The Sub-adviser is authorized Fund to pay a broker-dealer who provides such brokerage and research services commission on a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only ifcharged. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-adviser, the Sub-adviser determines in good faith that such commission was reasonable in relation shall, to the value of extent it determines such allocation would be beneficial to the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction Fund, aggregate the securities to be so purchased or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection sold with the placement of other orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments other accounts managed by the Sub-adviser on behalf in order to obtain best execution. In such event, allocation of the Funds securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser consistent with the Procedures and in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
d. The Sub-adviser (A) shall maintain such books and records as are required by Rule 31a-1(b)(5law, including without limitation the 1940 Act and the Advisers Act, and the rules and regulations thereunder, (B) shall render to the Board such periodic and special reports as the Board or the Adviser may reasonably request in writing, and (9C) shall meet with any persons at the reasonable request of the Adviser or the Board for the purpose of reviewing the Sub-adviser's performance under the 1940 Actthis Agreement at reasonable times and upon reasonable advance written notice. All such books and records shall be the property of the Trust and the Sub-adviser will surrender promptly to the Fund any of such records upon the Fund's request (provided that the Sub-adviser may retain a copy of such records) and shall be make all such books and records available for inspection and use by the Securities and Exchange Commission (“"SEC”"), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxx1940 Act. On each business day, the Sub-adviser shall provide to the Fund's custodian and the Fund's administrator information relating to all transactions concerning the Fund's assets and shall provide the Adviser with such other information as the Adviser may request.
d. e. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
f. The Sub-adviser shall timely provide to the Adviser and the Fund all information and documentation they may reasonably request as necessary or appropriate in connection with the compliance by them or either of them with the requirements of any applicable law, including, without limitation, (i) information and commentary for the Fund's annual and semi-annual reports, in a format approved by the Adviser, together with (A) a certification that such information and commentary discuss all of the factors that materially affected the performance of the portion of the Fund allocated to the Sub-adviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) additional certifications related to the Sub-adviser's management of the Fund in order to support the Fund's filings on Form N-CSR, Form N-Q and other applicable forms, and the Fund's Principal Executive Officer's and Principal Financial Officer's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a quarterly sub-certification with respect to compliance matters related to the Sub-adviser and the Sub-adviser's management of the Fund, in a format reasonably requested by the Adviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-adviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Sub-adviser's compliance program, in a format reasonably requested by the Adviser.
Appears in 1 contract
Samples: Sub Advisory Agreement (Evergreen Equity Trust /De/)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The Sub-adviser investment of the assets of the Fund shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of MSF relating to the Fund and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed AssetsFund as set forth in such documents and as interpreted from time to time by the Board of Directors of MSF and by the Adviser. Within the framework of the investment objectives, all without prior consultation with policies and restrictions of the Fund, and subject to the supervision of the Adviser, subject the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall:
(1) 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 accordance the Fund's investment portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with (i) the investment objective and related investment policies of each for the Fund as set forth in each Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986MSF's registration statement, as amended (the “Code”) amended; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser aforementioned investment program by purchase and sale of securities including the placing, or directing the Trust’s Board placement through an affiliate of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies Adviser, of all Governing Documents orders for such purchases and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations sales.
(3) In connection with respect to the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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's investment portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Fund. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to MSF's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealersset forth in MSF's Registration Statement, the Sub-adviser will use its best efforts as amended from time to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealertime, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of under the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which 1933 and the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion1940 Act. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust MSF and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser MSF or any person retained by the Trust at all reasonable timesMSF. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 3la-2 under the 0000 Xxx1940 Act.
d. (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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Mason Street Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Agreement and Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Trustees of the Fund and by TIC, LLC. Within the framework of the investment objectives, policies and restrictions of the Fund, and subject to the supervision of TIC, LLC and the Fund's Board of Trustees, the Sub-adviser Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund.
(2) In carrying out its obligations to manage the investment investments and reinvestment reinvestments of the Managed Assetsassets of the Fund, all without prior consultation the Sub-Adviser shall:
(1) 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's investment portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with the Adviser, subject to and in accordance with (i) the investment objective and related investment policies of each for the Fund as set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986's registration statement, as amended (the “Code”) amended; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser aforementioned investment program by purchase and sale of securities including the placing, or directing the Trust’s Board placement through an affiliate of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies Adviser, of all Governing Documents orders for such purchases and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations sales.
(3) In connection with respect to the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to TIC, LLC and the Custodian for the Fund on a daily 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's investment portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Fund. The Sub-adviser Adviser shall render such reports to TIC, LLC and/or to the Trust’s Fund's Board of Trustees and the Adviser as they may reasonably request concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as TIC, LLC or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of under the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which 1933 and the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion1940 Act. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the U.S. Securities and Exchange Commission.
Appears in 1 contract
Samples: Sub Advisory Agreement (Templeton Global Opportunities Trust)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund's Capital Appreciation Portfolio:
a. (1) The Sub-adviser investment of the assets of the Capital Appreciation Portfolio shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, and the Registration Statement of the Fund, as amended from time to time under the Securities Act of 1933 and the 1940 Act (the "Registration Statement"), and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed AssetsCapital Appreciation Portfolio as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser. Within the framework of the investment objectives, all without prior consultation with policies and restrictions of the Capital Appreciation Portfolio, and subject to the supervision of the Adviser, subject the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Capital Appreciation Portfolio.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Capital Appreciation Portfolio, the Sub-Adviser shall: (1) 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 accordance the Capital Appreciation Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Capital Appreciation Portfolio consistent with (i) the investment objective and related investment policies of each Fund for such Portfolio as set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 's Registration Statement; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser or aforementioned investment program by purchase and sale of securities including the Trust’s Board placing of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance orders for such purchases and sales.
(3) In connection with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of securities of the Fund's Capital Appreciation Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Fund's Capital Appreciation Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameAdviser. The Sub-adviser Sub- Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund's Capital Appreciation Portfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis)Fund's Registration Statement. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Sub- Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx.
d. (b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub- Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Mimlic Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund's International Stock Portfolio:
a. (1) The Sub-adviser investment of the assets of the International Stock Portfolio shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed AssetsInternational Stock Portfolio as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser. Within the framework of the investment objectives, all without prior consultation with policies and restrictions of the International Stock Portfolio, and subject to the supervision of the Adviser, subject the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the International Stock Portfolio.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the International Stock Portfolio, the Sub-Adviser shall: (1) 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 accordance the International Stock Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the International Stock Portfolio consistent with (i) the investment objective and related investment policies of each Fund for such Portfolio as set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986's registration statement, as amended (the “Code”) amended; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser aforementioned investment program by purchase and sale of securities including the placing, or directing the Trust’s Board placement through an affiliate of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies Adviser, of all Governing Documents orders for such purchases and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations sales.
(3) In connection with respect to the purchase and sale of securities of the Fund's International Stock Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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's International Stock Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the same. Custodian of the Portfolio, Norwest Bank Minnesota, N.A. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund's International Stock Portfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 International Stock 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. Adviser -------------------------------------------------------------
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund:
a. (1) The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the articles of incorporation, the by-laws, the registration statement, the effective prospectus and the statement of additional information of the Company relating to the Fund (the "Fund Documents") and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents and as interpreted from time to time by the Board of Directors of the Company and by the Adviser. Copies of the Fund Documents have been or will be submitted to the Sub-Adviser. The Company agrees to provide copies of all amendments to or restatements of the Fund Documents to the Sub-Adviser on a timely and on-going basis but in all events prior to such time as said amendments or restatements become effective. The Sub-adviser shall manage Adviser will be entitled to rely on all such documents furnished to it by the Company, the Fund, or the Adviser. Within the framework of the investment objectives, policies and reinvestment restrictions of the Managed AssetsFund, all without prior consultation with and subject to the supervision of the Adviser, subject the Sub-Adviser shall have responsibility for making and executing investment decisions for the Fund.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall:
(1) 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 accordance the Fund's investment portfolio or are under consideration for inclusion therein; (2) under the supervision of the Adviser, formulate and implement a continuous investment program for the Fund consistent with (i) the investment objective and related investment policies of each for the Fund as set forth in each Fund’s Prospectus the Fund Documents, as amended; and Statement (3) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of Additional Information as from time to time in effect (securities including the “Governing Documents”)placing, (ii) or directing the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M placement through an affiliate of the Internal Revenue Code of 1986, as amended (the “Code”) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder Adviser in accordance with any applicable procedures or policies adopted by the Trust’s Board regulatory requirements, of Trustees as from time to time in effect orders for such purchases and sales.
(the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations 3) In connection with respect to the purchase and sale of portfolio securities in respect of the Managed Assets Fund, the Sub-Adviser shall arrange for the transmission to the Custodian for the Fund and, as directed by the Adviser, any other persons retained by the Fund on a daily basis such confirmations, trade tickets and shall take such action other documents as may be necessary to implement enable them to perform their administrative responsibilities with respect to the sameFund's investment portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Company's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may, from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies of the Fund, dealers or other financial institutions as it may selectset forth in the Fund Documents, as amended from time to time, and under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act. In executing connection with the placement of orders for the execution of the Fund's portfolio transactions transactions, the Sub- Adviser shall create and selecting brokermaintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the property of the Company and shall be available for inspection and use by the Securities and Exchange Commission ("SEC"), the Company, the Adviser, or any other person retained by the Company. The Sub- Adviser agrees to surrender promptly to the Company any of such records upon the Company's request. Where applicable, such records shall be maintained by the Sub-dealersAdviser for the period and in the place required by the 1940 Act. The Sub-Adviser shall, in the name of the Fund, vote all proxies solicited by or with respect to the issuers of securities in which the Fund may be invested from time to time.
(5) In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-adviser 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 will use its best efforts to seek best execution on behalf of each Fundthe Fund the best overall terms available. In assessing the best execution overall terms available for any transaction, the Sub-adviser Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-broker or dealer, and the reasonableness of the commission, if any (all any, both for the specific transaction and on a continuing basis). In evaluating the best execution overall terms available, and in selecting the broker-dealer to execute a particular transaction, 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 may also consider Adviser's investment research and portfolio management capability generally. Subject to the brokerage initial approval of the Sub-Adviser's soft dollar policy by the Company's Board of Directors and research services (as those terms are used further subject to the review of the Company's Board of Directors from time to time with respect to the extent and continuation of such policy, the Sub-Adviser may, in accordance with Section 28(e) of the Securities Exchange Act of 1934) provided , as amended, negotiate with and assign to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services broker a commission for executing a portfolio transaction for a Fund which is in excess of may exceed the amount of commission which another broker-dealer broker would have charged for effecting that the transaction if, but only if, if the Sub-adviser Adviser determines in good faith that such the amount of commission charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided by such broker-dealer broker viewed in terms of that particular transaction or in terms of all either of the accounts over which investment discretion is so exercised.
c. Fund or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts. In connection with the placement of orders for the execution of the portfolio transactions of each Fundaddition, the Sub-adviser shall create and maintain all records pertaining Adviser is authorized to take into account the sale of shares of the Company in allocating purchase and sale of investments by orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub- Adviser or the Company's principal underwriter), provided that the Sub-adviser on behalf Adviser believes that the quality of the Funds required by Rule 31a-1(b)(5) transaction and (9) under the 1940 Actcommission are comparable to what they would be with other qualified firms. All such records shall In no instance, however, will portfolio securities be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser purchased from or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by sold to the Sub-adviser for Adviser, the periods and Adviser, the Company's principal underwriter, or any affiliated person of either the Company, the Adviser, Sub-Adviser or the principal underwriter, acting as principal in the places required transaction, except to the extent permitted by Rule 31a-2 under the 0000 XxxSEC through rules, regulations, decisions and no-action letters.
d. (b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable federal and state laws, rules and regulations.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Firstar Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as 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 each Series.
(e) Maintain, in connection with the Sub-Advisor's investment advisory services provided to the Allocated Assets, compliance with the 1940 Act and the regulations adopted by the SEC thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets.
(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 each Series (and any specific criteria applicable to the Allocated Assets) 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 each Series.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers, financial counterparties including swap counterparties and futures commission merchants ("broker- dealers"); select broker-dealers to effect all transactions for each Series; place all necessary orders with broker-dealers or issuers (including affiliated broker-dealers); and negotiate commissions, if applicable. To the “Governing Documents”)extent consistent with applicable law, purchase or sell orders for each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub-Advisor will report on such allocations at the request of the Manager, the Fund or the Fund's Board of Directors providing such information as the number of aggregated trades to which each 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- Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub-Advisor 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-Advisor 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-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Advisor in managing the Allocated Assets. 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-Advisor provided that all conditions of such order are complied with.
(j) Section 871(m) Transactions: Sub-Advisor shall not on behalf of the Fund enter into certain U.S. dividend equivalent payment transactions described in Section 871(m) of the U.S. Internal Revenue Code and the regulations thereunder ("871(m) Transaction") with a foreign counterparty unless: (i) Sub-Advisor adheres to the ISDA 2015 Section 871(m) Protocol on behalf of the Fund, and (ii) the requirements applicable foreign counterparty to the 871(m) Transaction provides Sub- Advisor with a properly completed Form W-8IMY certifying to its status as a qualified derivatives dealer ("QDD").
(k) Maintain all accounts, books and records with respect to the Allocated Assets as are required of an investment advisor of a registered investment companies company pursuant to the 1940 Act and Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or the Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each 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- Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series.
(l) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor'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 the Sub-Advisor's current Code of Ethics. The Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics.
(m) 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 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.
(n) Provide such information as is customarily provided by a sub-advisor, or as may be required or reasonably requested by the Manager, for the Fund or the Manager to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of 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. Such information includes, but is not limited to: the Sub-Advisor's compliance manual and policies and procedures adopted to comply with Rule 206(4)-7 of the Advisers Act; the Sub-Advisor's most recent annual compliance report or a detailed summary of such report; timely, accurate and complete responses to all 15(c) questionnaires; timely, accurate and complete responses to all Quarterly Compliance Questionnaires (iii) including the identification of any material compliance matters and a copy of any material changes to the Sub-Advisor's Rule 206(4)-7 compliance policies and procedures, marked to show changes along with a written instructions which summary of the Adviser or purpose of each such change); Annual Proxy Voting Questionnaires; Annual Best Execution and Soft Dollar Questionnaires, and responses to all other requests from the Trust’s Board of Trustees may issue from time-to-timeManager. The Sub-adviser also Advisor agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted make available for the Manager's review all deficiency letters issued by the Trust’s Board SEC together with all responses given by Sub-Advisor to such letters during on-site or virtual compliance due diligence meetings conducted by the Manager. For the avoidance of Trustees as from time doubt, the Sub-Advisor may redact portions of deficiency letters that may contain material non-public information or personally identifiable information before providing access to time in effect (the “Procedures”)Manager. The Adviser has provided Sub-Advisor will advise the Manager of any material changes in the Sub-Advisor's ownership within a reasonable time after any such change.
(o) Vote proxies received on behalf of each Series (with respect to the portion thereof allocated to the Sub-adviser copies Advisor) in a manner consistent with the Sub-Advisor's proxy voting policies and procedures and provide a record of votes cast containing all Governing Documents 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.
(p) Respond to tender offers, rights offerings and Procedures and shall promptly provide other voluntary corporate action requests affecting securities held by each Series (with respect to the portion thereof allocated to the Sub-adviser any amendments or supplements thereto. Subject Advisor).
(q) Cooperate with the Manager in its performance of quarterly and annual tax compliance tests to and in pursuance monitor the Series' compliance with Subchapter M of the foregoingCode. If it is determined by the Manager or its tax advisors that the Series is not in compliance with the requirements imposed by the Code, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shallAdvisor, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection consultation with the placement of orders for Manager and its tax advisors, will take prompt action to bring the execution of Series back into compliance with the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) time permitted under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxCode.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub. adviser. Advisor The Sub-adviser undertakes to provide the following services and to assume the following obligationsAdvisor will:
a. The Sub-adviser shall manage (a) Provide investment advisory services, including but not limited to research, advice and supervision for the investment and reinvestment Allocated Assets of each Series.
(b) Furnish to the Board of Directors of the Managed Fund for approval (or any appropriate committee of such Board), and revise from time to time as conditions require, a recommended investment program for each Series consistent with each Series' respective investment objective(s) and policies and any specific criteria applicable to the Allocated Assets, all .
(c) Implement the approved investment program for the Allocated Assets by placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”officers of the Fund, as reasonably 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 each Series.
(e) Maintain, in connection with the Sub-Advisor's investment advisory services provided to the Allocated Assets, compliance with the 1940 Act and the regulations adopted by the SEC thereunder and the Series' investment strategies and restrictions as stated in the Fund's prospectus and statement of additional information and any specific criteria applicable to the Allocated Assets.
(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 each Series (and any specific criteria applicable to the Allocated Assets) are being observed.
(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 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 Sub-Advisor in connection with its services to each Series.
(i) Open accounts with Foreign Account Tax Compliance Act compliant broker-dealers, financial counterparties including swap counterparties and futures commission merchants ("broker- dealers"), sign agreements with swap counterparties, select broker-dealers to effect all transactions for each Series, 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 each Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor. In such event allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Sub- Advisor will report on such allocations at the reasonable request of the Manager, the Fund or the Fund's Board of Directors providing such information as the number of aggregated trades to which each 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-Advisor shall use its best efforts to obtain execution of transactions for each Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. However, the Sub-Advisor may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Sub-Advisor. To the extent consistent with applicable law, the Sub-Advisor 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-Advisor 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-Advisor and its affiliates have with respect to each Series as well as to accounts over which they exercise investment discretion. Not all such services or products need be used by the Sub-Advisor in managing the Allocated Assets. 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-Advisor provided that all conditions of such order are complied with.
(j) Section 871(m) Transactions: Sub-Advisor shall not on behalf of the Fund enter into certain U.S. dividend equivalent payment transactions described in Section 871(m) of the U.S. Internal Revenue Code and the regulations thereunder ("871(m) Transaction") with a foreign counterparty unless: (i) Sub-Advisor adheres to the ISDA 2015 Section 871(m) Protocol on behalf of the Fund, and (ii) the requirements applicable foreign counterparty to the 871(m) Transaction provides Sub-Advisor with a properly completed Form W-8IMY certifying to its status as a qualified derivatives dealer ("QDD").
(k) Maintain all accounts, books and records with respect to the Allocated Assets as are required of an investment advisor of a registered investment companies company pursuant to the 1940 Act and Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules thereunder, and furnish the Fund and the Manager with such periodic and special reports as the Fund or the Manager may reasonably request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for each 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-Advisor has no responsibility for the maintenance of Fund records except insofar as is directly related to the services the Sub-Advisor provides to a Series.
(l) Observe and comply with Rule 17j-1 under the 1940 Act and the Sub-Advisor'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 the Sub-Advisor's current Code of Ethics. The Sub-Advisor shall promptly forward to the Manager a copy of any material amendment to the Sub-Advisor's Code of Ethics along with certification that the Sub-Advisor has implemented procedures for administering the Sub-Advisor's Code of Ethics.
(m) 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 will make available its officers and employees to meet with the Fund's Board of Directors at the Fund's principal place of business (or at such other location or via telephone or videoconference as may be mutually agreed) on due notice to review the investments of a Series.
(n) Provide such information relating or relevant to its services under this agreement as is customarily provided by a sub-advisor, or as may be required or reasonably requested by the Manager, for the Fund or the Manager to comply with their respective obligations under applicable laws, including including, without limitation the 1940 Act and Subchapter M of 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. Such information includes, but is not limited to: the Sub-Advisor's compliance manual and policies and procedures adopted to comply with Rule 206(4)-7 of the Advisers Act; the Sub-Advisor's most recent annual compliance report or a detailed summary of such report; timely, accurate and complete responses to all 15(c) questionnaires; timely, accurate and complete responses to all Quarterly Compliance Questionnaires (iii) including the identification of any material compliance matters and a copy of any material changes to the Sub-Advisor's Rule 206(4)-7 compliance policies and procedures, marked to show changes along with a written instructions which summary of the Adviser or purpose of each such change); Annual Proxy Voting Questionnaires; Annual Best Execution and Soft Dollar Questionnaires, and responses to all other reasonable requests from the Trust’s Board of Trustees may issue from time-to-timeManager. The Sub-adviser also Advisor agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted make available for the Manager's review all deficiency letters issued by the Trust’s Board of Trustees as from time SEC together with all responses given by Sub-Advisor to time in effect (such letters to the “Procedures”). The Adviser has provided extent that the identified deficiencies relate to or are otherwise relevant to the Sub-adviser copies Advisor's services under this agreement. The Sub-Advisor will advise the Manager of all Governing Documents and Procedures and shall promptly provide any material changes in the Sub- Advisor's ownership within a reasonable time after any such change.
(o) Vote proxies received on behalf of each Series (with respect to the portion thereof allocated to the Sub-adviser any amendments or supplements thereto. Subject to Advisor) in a manner consistent with the Sub-Advisor's proxy voting policies and in pursuance procedures and provide a record of votes cast containing all of the foregoingvoting information required by Form N-PX in an electronic format to enable the Series to file Form N-PX as required by SEC rule.
(p) Respond to tender offers, rights offerings and other voluntary corporate action requests affecting securities held by each Series (with respect to the portion thereof allocated to the Sub-Advisor).
(q) Cooperate with the Manager in its performance of quarterly and annual tax compliance tests to monitor the Series' compliance with Subchapter M of the Code and Section 817(h) of the Code. If it is determined by the Manager or its tax advisors that the Series is not in compliance with the requirements imposed by the Code, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shallAdvisor, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection consultation with the placement of orders for Manager and its tax advisors, will take prompt action to bring the execution of Series back into compliance within the portfolio transactions of each Fund, the Sub-adviser shall create and maintain all records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds required by Rule 31a-1(b)(5) and (9) time permitted under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 XxxCode.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, assets of the Portfolio shall at all without prior consultation with the Adviser, times be subject to and in accordance with (i) the investment objective and policies applicable provisions of each Fund set forth in each Fund’s the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Portfolio as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser and communicated in effect (writing to the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable lawsSub-Adviser, including without limitation diversification of the 1940 Act and Subchapter M holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code of 1986Code, as amended (the “"Code”"), and Regulation Section 1.817-5 thereunder, provided that Advantus and Minnesota Mutual shall be responsible for ensuring that each Portfolio is "adequately diversified" if and to the extent required by Section 817(h) of the Code and (iii) any written instructions which Regulation 1.817-5 thereunder. Within the Adviser or framework of the Trust’s Board investment objectives, policies and restrictions of Trustees may issue from time-to-time. The the Portfolio, and subject to the supervision of the Adviser, the Sub-adviser also Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Portfolio. Advantus agrees to conduct its activities hereunder in accordance with any applicable procedures promptly inform the Sub-Adviser if such objective, policies or policies adopted by the Trust’s Board of Trustees as from time restrictions change and to time in effect (the “Procedures”). The Adviser has provided deliver to the Sub-adviser copies of all Governing Documents Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance reinvestments of the foregoingassets of the Portfolio, the Sub-adviser shall make all determinations Adviser shall:
(1) 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 Portfolio consistent with respect the investment objective and related investment policies for such Portfolio as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by 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.
(3) In connection with the purchase and sale of securities of the Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustPortfolio in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to other fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, assets of the Portfolio shall at all without prior consultation with the Adviser, times be subject to and in accordance with (i) the investment objective and policies applicable provisions of each Fund set forth in each Fund’s the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Portfolio as set forth in such documents and as interpreted from time to time in effect (by the “Governing Documents”), (ii) Board of Directors of the requirements applicable to registered investment companies under applicable lawsFund and by the Adviser, including without limitation diversification of the 1940 Act and Subchapter M holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code of 1986Code, as amended (the “"Code”"), and Regulation Section 1.817-5 thereunder, provided that Advantus and Minnesota Mutual shall be responsible for ensuring that the Fund as a whole is "adequately diversified" if and to the extent required by Section 817(h) of the Code and (iii) any written instructions which Regulation 1.817-5 thereunder. Within the Adviser or framework of the Trust’s Board investment objectives, policies and restrictions of Trustees may issue from time-to-time. The the Portfolio, and subject to the supervision of the Adviser, the Sub-adviser also Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Portfolio. Advantus agrees to conduct its activities hereunder in accordance with any applicable procedures promptly inform the Sub-Adviser if such objective, policies or policies adopted by the Trust’s Board of Trustees as from time restrictions change and to time in effect (the “Procedures”). The Adviser has provided deliver to the Sub-adviser copies of all Governing Documents Adviser updated documents, if prepared.
(2) In carrying out its obligations to manage the investments and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance reinvestments of the foregoingassets of the Portfolio, the Sub-adviser shall make all determinations Adviser shall:
(1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies, governments 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 Portfolio consistent with respect the investment objective and related investment policies for such Portfolio as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by 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.
(3) In connection with the purchase and sale of securities of the Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustPortfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Mimlic Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser shall manage the investment and reinvestment of the Managed Assets, assets of the Portfolio shall at all without prior consultation with the Adviser, times be subject to and in accordance with (i) the investment objective and policies applicable provisions of each Fund set forth in each Fund’s the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and restrictions of the Portfolio as set forth in such documents and as interpreted from time to time in effect (by the “Governing Documents”), (ii) Board of Directors of the requirements applicable to registered investment companies under applicable lawsFund and by the Adviser, including without limitation diversification of the 1940 Act and Subchapter M holdings of the Portfolio as a segregated asset account in accordance with Section 817 of the Internal Revenue Code of 1986Code, as amended (the “"Code”"), and Regulation Section 1.817-5 thereunder, provided that Advantus and Minnesota Mutual shall be responsible for ensuring that the Fund as a whole is "adequately diversified" if and to the extent required by Section 817(h) of the Code and (iii) any written instructions which Regulation 1.817-5 thereunder. Within the Adviser or framework of the Trust’s Board investment objectives, policies and restrictions of Trustees may issue from time-to-time. The the Portfolio, and subject to the supervision of the Adviser, the Sub-adviser also Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Portfolio. Advantus agrees to conduct its activities hereunder in accordance with any applicable procedures promptly inform the Sub-Adviser if such objective, policies or policies adopted by the Trust’s Board of Trustees as from time restrictions change and to time in effect (the “Procedures”). The Adviser has provided deliver to the Sub-adviser Adviser updated documents, if prepared. In addition the Adviser agrees, on an ongoing basis, to provide the Sub-Adviser as promptly as practicable copies of all Governing Documents amendments and Procedures and shall promptly provide supplements to the Sub-adviser any amendments or supplements thereto. Subject to Prospectus, Statement of Additional Information and in pursuance Articles of Incorporation of the foregoingFund.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Portfolio, the Sub-adviser shall make all determinations Adviser shall:
(1) 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 Portfolio consistent with respect the investment objective and related investment policies for such Portfolio as set forth in the Fund's registration statement, as amended; and (3) take such steps as are necessary to implement the aforementioned investment program by 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.
(3) In connection with the purchase and sale of securities of the Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameCustodian of the Portfolio. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustPortfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Mimlic Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund's Capital Appreciation Portfolio:
a. (1) The Sub-adviser investment of the assets of the Capital Appreciation Portfolio shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, and the Registration Statement of the Fund, as amended from time to time under the Securities Act of 1933 and the 1940 Act (the "Registration Statement"), and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed AssetsCapital Appreciation Portfolio as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser. Within the framework of the investment objectives, all without prior consultation with policies and restrictions of the Capital Appreciation Portfolio, and subject to the supervision of the Adviser, subject the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Capital Appreciation Portfolio.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Capital Appreciation Portfolio, the Sub-Adviser shall: (1) 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 accordance the Capital Appreciation Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Capital Appreciation Portfolio consistent with (i) the investment objective and related investment policies of each Fund for such Portfolio as set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) 's Registration Statement; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser or aforementioned investment program by purchase and sale of securities including the Trust’s Board placing of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance orders for such purchases and sales.
(3) In connection with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of securities of the Fund's Capital Appreciation Portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser on a daily basis such confirmation, trade tickets and other documents as may be necessary to enable it to perform its administrative responsibilities with respect to the Fund's Capital Appreciation Portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the sameAdviser. The Sub-adviser Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund's Capital Appreciation Portfolio in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis)Fund's Registration Statement. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx.
d. (b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus Series Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. The Sub-adviser undertakes Advisor
(a) Provide investment advisory services, including but not limited to provide research, advice and supervision for the following services and Series.
(b) Furnish to assume the following obligations:
a. The Sub-adviser shall manage the investment and reinvestment Board of Directors of the Managed AssetsFund for approval (or any appropriate committee of such Board), all and revise from time to time as economic conditions require, a recommended investment program for the Series consistent with the Series’ investment objective and policies.
(c) Implement the approved investment program by opening accounts and placing orders for the purchase and sale of securities without prior consultation with the AdviserManager 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 Certificate of Incorporation and in accordance with (i) Bylaws and the investment objective and policies requirements of the 1940 Act, as each Fund set forth in each Fund’s Prospectus and Statement of Additional Information as the same shall be from time to time in effect effect.
(d) Advise and assist the “Governing Documents”)officers of the Fund 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) 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.
(f) 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.
(g) 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) the requirements applicable to registered investment companies under applicable lawsadministrative facilities, including without limitation bookkeeping, clerical personnel and equipment necessary for the 1940 Act and Subchapter M efficient conduct of the Internal Revenue Code investment advisory affairs of 1986the Series.
(h) Select brokers and dealers to effect all transactions for the Series, as amended (place all necessary orders with brokers, dealers, or issuers, and negotiate brokerage commissions if applicable. To the “Code”) and (iii) any written instructions which extent consistent with applicable law, purchase or sell orders for the Adviser Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Trust’s Board of Trustees may issue from timeSub-to-timeAdvisor. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and Advisor shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to the purchase and sale of portfolio securities in respect of the Managed Assets and shall take such action necessary to implement the same. The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each Fund, place orders for the execution of portfolio transactions with or through such brokers, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best obtain execution on behalf of each Fundtransactions for the Series at prices which are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. In assessing the best execution available for any transactionHowever, the Sub-adviser shall consider all factors it deems relevantAdvisor may select brokers or dealers on the basis that they provide brokerage, including research or other services or products to the breadth of Series and/or other accounts serviced by the market in Sub-Advisor. To the security, the price of the security, the financial condition and execution capability of the broker-dealer, and the reasonableness of the commission, if any (all for the specific transaction and on a continuing basis). In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transactionextent consistent with applicable law, the Sub-adviser Advisor may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-broker or dealer who provides such brokerage and research services a an amount of commission for executing effecting a portfolio securities transaction for a Fund which is in excess of the amount of commission or dealer spread another broker-broker or dealer would have charged for effecting that transaction if, but only if, if the Sub-adviser Advisor determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker-dealer broker or dealer. This determination, with respect to brokerage and research services or products, may be viewed in terms of either that particular transaction or in terms of all of the overall responsibilities which the Sub-Advisor and its affiliates have with respect to the Series or to accounts over which they exercise investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the portfolio transactions of each Fund, the Sub-adviser shall create and maintain discretion. Not all records pertaining to the purchase and sale of investments such services or products need be used by the Sub-adviser on behalf Advisor in managing the Series.
(i) 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 Funds required by Rule 31a-1(b)(51940 Act and Investment Advisers Act of 1940 (the "Investment Advisors Act") and (9) under the 1940 Act. All such records shall be the property of the Trust and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”), the Trust, the Adviser or any person retained by the Trust at all reasonable times. Where applicable, such records shall be maintained by the Sub-adviser for the periods and in the places required by Rule 31a-2 under the 0000 Xxxrules thereunder.
d. The Sub-adviser shall bear its expenses of providing services pursuant to this Agreement.
Appears in 1 contract
Samples: Sub Advisory Agreement (Principal Variable Contracts Funds Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Fund's portfolio:
a. (1) The Sub-adviser investment of the assets of the Fund shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed AssetsFund as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser. Within the framework of the investment objectives, all without prior consultation with policies and restrictions of the Fund, and subject to the supervision of the Adviser, subject the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund.
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall:
(1) 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 accordance the Fund's portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Fund consistent with (i) the investment objective and related investment policies of each for the Fund as set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986's registration statement, as amended (the “Code”) amended; and (iii3) any written instructions which take such steps as are necessary to implement the Adviser aforementioned investment program by purchase and sale of securities including the placing, or directing the Trust’s Board placement through an affiliate of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies Adviser, of all Governing Documents orders for such purchases and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations sales.
(3) In connection with respect to the purchase and sale of securities of the Fund's portfolio, the Sub-Adviser shall arrange for the transmission to the Adviser and the Custodian for the Fund on a daily 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's portfolio. With respect to portfolio securities in respect to be purchased or sold through the Depository Trust Company, the Sub-Adviser shall arrange for the automatic transmission of the Managed Assets and shall take such action necessary I.D. confirmation of the trade to implement the same. Custodian of the Fund, Norwest Bank Minnesota, N.
A. The Sub-adviser Sub- Adviser shall render such reports to the Trust’s Adviser and/or to the Fund's Board of Trustees and the Adviser as they may reasonably request Directors concerning the investment activities activity and portfolio composition of the TrustFund in such form and at such intervals as the Adviser or the Board may from time to time require.
b. Absent instructions of the Adviser to the contrary, the (4) The Sub-adviser Adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus International Balanced Fund Inc)
Obligations of and Services to be Provided by the Sub. adviser. ADVISER
(a) The Sub-adviser undertakes to Adviser shall provide the following services and to assume the following obligationsobligations with respect to the Portfolio of the Fund:
a. (1) The Sub-adviser investment of the assets of the Portfolio shall manage at all times be subject to the applicable provisions of the Articles of Incorporation, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Fund and shall conform to the investment objectives, policies and reinvestment restrictions of the Managed Assets, all without prior consultation with Portfolio as set forth in such documents and as interpreted from time to time by the Board of Directors of the Fund and by the Adviser, subject including diversification of the holdings of the Portfolio as a
(2) In carrying out its obligations to manage the investments and reinvestments of the assets of the Portfolio, the Sub-Adviser shall:
(1) obtain and evaluate pertinent economic, statistical, financial and other information affecting the economy generally and individual companies, governments or industries the securities of which are included in accordance the Portfolio or are under consideration for inclusion therein; (2) formulate and implement a continuous investment program for the Portfolio consistent with (i) the investment objective and related investment policies of each Fund for such Portfolio as set forth in each the Fund’s Prospectus and Statement of Additional Information as from time to time in effect (the “Governing Documents”), (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and Subchapter M of the Internal Revenue Code of 1986's registration statement, as amended amended; (the “Code”3) and (iii) any written instructions which the Adviser or the Trust’s Board of Trustees may issue from time-to-time. The Sub-adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Trust’s Board of Trustees as from time to time in effect (the “Procedures”). The Adviser has provided to the Sub-adviser copies of all Governing Documents and Procedures and shall promptly provide to the Sub-adviser any amendments or supplements thereto. Subject to and in pursuance of the foregoing, the Sub-adviser shall make all determinations with respect to managing the investment of the international component (as described in the Prospectus) of the assets of the Global Bond Portfolio; (4) determine allocation of assets of the Global Bond Portfolio among domestic and international components; (5) manage currency and foreign exchange position with respect to all components of the assets and (6) take such steps as are necessary to implement the aforementioned investment program by purchase and sale of portfolio securities in respect including the placing, or directing the placement through an affiliate of the Managed Assets Sub-Adviser, of orders for such purchases and shall take such action necessary to implement the same. sales.
(4) The Sub-adviser shall render such reports to the Trust’s Board of Trustees and the Adviser as they may reasonably request concerning the investment activities of the Trust.
b. Absent instructions of the Adviser to the contrary, the Sub-adviser shall, in the name of each the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with or through such brokersthe policies with respect thereto, dealers or other financial institutions as it may select. In executing portfolio transactions and selecting broker-dealers, the Sub-adviser will use its best efforts to seek best execution on behalf of each Fund. In assessing the best execution available for any transaction, the Sub-adviser shall consider all factors it deems relevant, including the breadth of the market set forth in the securityFund's Registration Statement, the price of the security, the financial condition and execution capability of the broker-dealeras amended from time to time, and under the reasonableness of 1933 Act and the commission, if any (all for the specific transaction and on a continuing basis)1940 Act. In evaluating the best execution available, and in selecting the broker-dealer to execute a particular transaction, the Sub-adviser may also consider the brokerage and research services (as those terms are used in Section 28(e) of the Securities Exchange Act of 1934) provided to a Fund and/or other accounts over which the Sub-adviser or an affiliate of the Sub-adviser exercises investment discretion. The Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if, but only if, the Sub-adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised.
c. In connection with the placement of orders for the execution of the Fund's portfolio transactions of each Fundtransactions, the Sub-adviser Adviser shall create and maintain all necessary brokerage records pertaining to the purchase and sale of investments by the Sub-adviser on behalf of the Funds Fund in accordance with all applicable law, rules and regulations, including but not limited to, records required by Rule 31a-1(b)(5Section 31(a) and (9) under of the 1940 Act. All such records shall be the property of the Trust Fund and shall be available for inspection and use by the Securities and Exchange Commission (“SEC”)Commission, the Trust, the Adviser Fund or any person retained by the Trust at all reasonable timesFund. Where applicable, such records shall be maintained by the Sub-adviser Adviser for the periods period and in the places place required by Rule 31a-2 under the 0000 Xxx1940 Act.
d. (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 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 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 Portfolio or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts.
(b) The Sub-adviser Adviser shall bear its expenses of use the same skill and care in providing services pursuant to this Agreementthe Fund as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will conform with all applicable rules and regulations of the Securities and Exchange Commission.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Advantus Series Fund Inc)
